Terms & Conditions

1. INTERPRETATION

1.1 The following definitions and rules of interpretation shall apply in these terms and conditions of supply (the “Conditions”).

Contract: the contract between the Customer and the Supplier for the sale of Goods and the supply of Services which results from: (i) submission by the Customer of its order in respect of Goods and/or Services and the written acceptance of same by the Supplier on and subject to these Conditions; or (ii) if earlier, the Supplier delivering the Goods and/or the Services to the Customer pursuant to Condition 3.1, both of which shall be deemed to expressly incorporate these Conditions by reference.

Customer: the person, firm or company named in the Contract who purchases Goods and/or Services from the Supplier.

Customer’s Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services.

Customer In-put: the site preparation works to be carried out at the Delivery Address by the Customer and all Documents, information and materials provided by the Customer relating to the Goods and Services, including (without limitation) the information specified in the Installation and Maintenance Instructions.

Delivery Address: shall have the meaning given in Condition 3.1;

Document: includes, without limitation, in addition to any document in writing, any specification, drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Goods: all goods manufactured or supplied by the Supplier or its agents, subcontractors, consultants and employees.

Group: in relation to a company, that company, its subsidiaries (within the meaning of section 155 of the Companies Act 1963), its holding companies (within the meaning of section 155 of the Companies Act 1963) and any other subsidiaries of its holding companies.

Installation and Maintenance Instructions: the Customer instructions concerning site preparation and facilities which are required by the Supplier in respect of the delivery of the Goods and performance of the Services.

Services: the installation and commissioning of Goods by the Supplier under the Contract together with any other services which the Supplier provides, or agrees to provide, to the Customer under the Contract.

Supplier: Tricel (Weston) Ltd or a member of its Group named in the Contract.

Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Goods or Services which is not the subject of a separate agreement between the Customer and the Supplier pursuant to which the Customer procures title to goods from the Supplier.

VAT: value added tax chargeable under Irish law for the time being and any similar additional tax.

1.2 Headings in these Conditions shall not affect their interpretation.

1.3 References in the Contract to “Conditions” are to the conditions set out herein.

1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 Any obligation in these Conditions on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. APPLICATION OF CONDITIONS

2.1 These Conditions shall:

(a) apply to and be expressly incorporated into the Contract; and

(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of quotation, specification or other Document supplied by the Customer, or implied by law, trade, custom, practice or course of dealing.

The Customer hereby agrees and acknowledges that any purchase order, confirmation of order, acceptance of quotation, specification or other Document supplied by the Customer which contains terms or conditions that are inconsistent with these Conditions is supplied for the Customer’s internal administrative purposes only and shall not conflict with or take precedence over these Conditions nor govern or apply to the Contract.

2.2 The Customer’s purchase order or the Customer’s acceptance of a quotation for Goods and Services which does not expressly incorporate these Conditions, constitutes an offer by the Customer to purchase the Goods and Services on these Conditions. A contract for the supply and purchase of Goods and Services will only be established when such purchase order or quotation has been accepted by the Supplier:

(a) either expressly by a written acknowledgement issued and executed by the Supplier; or

(b) if earlier, by the Supplier delivering the Goods and/or the Services to the Customer pursuant to Condition 3.1.

2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with Condition 2.2. Any quotation is valid for a period of 30 days from its date, unless the Supplier withdraws it sooner.

2.4 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample by the Supplier.

3. DELIVERY

3.1 Delivery of the Goods shall only take place: (i) on delivery by the Supplier of the Goods to the Customer’s place of business or the location identified by the Customer in writing for the purposes of delivery (the “Delivery Address”); or (ii) when the Goods have been collected from the Supplier’s premises by a carrier or agent acting on behalf of the Customer for the purposes of delivery, whichever is applicable.

3.2 Any dates specified by the Supplier for delivery of the Goods and performance of the Service are intended to be an estimate only and time for delivery or performance may not be made of the essence by notice from the Customer. If no dates are so specified, delivery shall be within a reasonable time.

3.3 Subject to the other provisions of these Conditions, the Supplier shall not be liable for any costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or Services (even if caused by the Supplier’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days and is due to the fault of the Supplier.

3.4 If for any reason the Customer fails to accept delivery of any of the Goods or Services when they are ready for delivery, or the Supplier is unable to deliver the Goods or Services on time because the Customer has not provided appropriate Customer Inputs, instructions, licences or authorisations:

(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) the Supplier may store the Goods until delivery actually takes place, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

3.5 The Customer shall provide at the Delivery Address and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.

4. NON-DELIVERY

4.1 The quantity of any consignment of Goods as recorded by the Supplier on dispatch from the Supplier’s premises shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

4.2 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s negligence) unless the Customer gives written notice to the Supplier of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received by the Customer.

4.3 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.

5. RISK/TITLE

5.1 The Goods are at the risk of the Customer from the time of delivery pursuant to Condition 3.

5.2 Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods and the Services; and

(b) all other sums which are or which become due to the Supplier or any other member of its Group from the Customer on any account.

5.3 Until ownership of the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) not sell, let on hire, mortgage, charge, pledge, transfer as security or part with possession of the Goods or purport to do so;

(c) store the Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier’s property;

(d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(e) maintain the Goods in a condition satisfactory to the Supplier and keep them insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall: (i) produce the policy of insurance to the Supplier; or (ii) demonstrates its compliance with this Condition to the reasonable satisfaction of the Supplier.

5.4 The Customer’s right to possession of the Goods shall terminate immediately if the Customer:

(a) has a bankruptcy or insolvency order made against him/it or makes any arrangement or composition with his/its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors;

(b) convenes a meeting of his/its creditors (whether formal or informal), or takes any steps to enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose of a bona-fide reconstruction or amalgamation, or has a liquidator only, receiver, or an administrator appointed over the whole of its assets or undertaking or any part thereof, or documents are filed with any court of competent jurisdiction for the appointment of a liquidator, receiver or an administrator over the whole of its assets or undertaking or any part thereof, or a resolution is passed or a petition presented to any court of competent jurisdiction for the winding-up of the Customer, or any other steps are taken or proceedings are commenced analogous to the aforementioned and relating to the insolvency or possible insolvency of the Customer;

(c) suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts as and when they fall due or ceases to trade; or

(d) encumbers or in any way charges any of the Goods or purports to do so.

5.5 The Supplier shall be entitled to recover payment for the Goods and the Services notwithstanding that ownership of any of the Goods has not passed from the Supplier

5.6 Until ownership of the Goods has passed to the Customer, the Customer hereby grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect or repair or replace (at the Customer’s cost) the Goods, or, where the Customer’s right to possession has terminated, to recover them.

5.7 Where the Supplier is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Supplier or any other member of its Group to the Customer in the order in which they were invoiced to the Customer.

5.8 On termination of the Contract, howsoever caused, the Supplier’s (but not the Customer’s) rights contained in this Condition 5 shall remain in effect.

6. LIABILITY AND INDEMNITY

6.1 The Supplier makes no express or implied warranty, representation or undertaking and assumes no responsibility whatsoever concerning the quality, nature or fitness for purpose of the Goods and Services. The Supplier accepts no liability whatsoever for any direct, indirect or consequential loss or damage suffered by any person or entity as a result of any defects in or unfitness for purpose of the Goods and Services.

6.2 Without prejudice to Condition 6.1, the Supplier (at its sole discretion) may elect to repair or replace free of charge any part or parts of the Goods and Services which are considered by the Supplier to be defective or unfit for purpose due to fault in design, installation, inferior materials or fault in manufacture for which it is responsible (the “Supplier Option”). The Supplier will only exercise the Supplier Option if the Customer notifies the Supplier in writing within three months of the date of delivery pursuant to Condition 3 that the Goods or Services are defective or unfit for purpose.

6.3 If the Customer is a consumer, the Customer’s legal rights in relation to Goods or Services that are faulty or not as described are not affected by the provisions of this Condition 6. Advice about a consumer’s legal rights is available at www.consumerhelp.ie.

6.4 This Condition 6 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:

(a) any breach of the Contract, including any deliberate breach of this Contract by the Supplier, its employees, agents or subcontractors;

(b) any use made by the Customer of the Goods and Services or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

6.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

6.6 Nothing in these Conditions limits or excludes the liability of the Supplier:

(a) for death or personal injury resulting from negligence;

(b) for any other matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability;

(c) for fraud or fraudulent misrepresentation; or

(d) under implied conditions as to title contained in section 12 of the Sale of Goods Act 1893.

6.7 The Customer undertakes that:

(a) it shall use the Goods strictly in accordance with the user manuals and weight, capacity and/or use specifications which are supplied in connection with the Goods (the “Specifications”); and

(b) it shall not exceed, deviate from, or use the Goods in any manner in contravention of or otherwise than in accordance with the Specifications.

6.8 If the Customer uses the Goods in any manner otherwise than in accordance with the Specifications, the Supplier shall be exempt from any and all liability howsoever arising for any direct, indirect or consequential losses and damages suffered by any person or entity as a result of such use.

6.9 The Customer unconditionally and irrevocably agrees to indemnify and keep indemnified the Supplier from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Supplier and arising from any claim brought by any person or entity against the Supplier howsoever arising from or in connection with: (i) the Contract; (ii) the supply of Goods and Services pursuant to the Contract; or (iii) the Customer’s use of the Goods.

7. HEALTH & SAFETY INSTRUCTIONS, MANUALS AND PRODUCT LITERATURE

7.1 The Customer hereby agrees and acknowledges that safety information, manuals and product literature is available to it concerning the steps to be taken by the Customer to ensure that the Goods are used, handled, processed, stored or transported safely and without risk to the health of the Customer, its agents, subcontractors, consultants, officers and employees. The Customer must immediately contact the Supplier if it is not in possession of such safety information, manuals or product literature and must refrain from using the Goods for any purpose whatsoever until it is in receipt of and has read and understands such safety information, manuals or product literature. The Supplier hereby agrees and acknowledges that certain Goods are sold in containers which may have hazard information and conditions of safe use as part of their container identification and labelling. The Customer hereby agrees to comply in full with any such information and conditions of safe use.

7.2 The Supplier shall use reasonable endeavours to observe all applicable health and safety rules and regulations, and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to the Supplier under Condition 7.3(a), provided that it shall not be liable if, as a result of such observation, it is in breach of any of its obligations under these Conditions.

7.3 The Customer shall:

(a) before and during the supply of the Services, be responsible (at its own cost) for safely preparing and maintaining the relevant premises for the purpose of delivery of the Goods and Services, including identifying, monitoring, removing and disposing of any hazardous materials from such premises in accordance with all applicable laws;

(b) inform the Supplier of: (i) all health and safety rules and regulations and any other reasonable security requirements that apply at the relevant premises set out in Condition 7.3(a); and (ii) all of the actions taken by the Customer in satisfaction of its obligations under Condition 7.3(a); and

(c) ensure that all of the Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant standards or requirements and codes of industry practice.

8. CUSTOMER’S OBLIGATIONS IN RELATION TO THE GOODS AND SERVICES

8.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the delivery of the Goods and Services;

(b) provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge to the Supplier, with access to the Customer’s premises, office accommodation, data and other facilities as set out in the Installation and Maintenance Instructions and as reasonably required by the Supplier;

(c) provide to the Supplier, in a timely manner, such Customer In-put and other information as the Supplier may require and ensure that such Customer In-put and information is accurate in all material respects;

(d) in relation to the Services and before the date on which the Services are to commence, obtain and maintain all necessary licences and consents and comply with all relevant legislation in connection with:

(i) use of the Supplier’s Equipment:

(ii) use of Customer In-put: and

(iii) use of the Customer’s Equipment,

insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment; and

(e) promptly inspect and test the Goods and Services when notified by the Supplier that they are ready for use.

8.2 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses in writing.

8.3 Terms specific to sales of moulding

(a) The Customer shall pay the quoted cost of any tool which is specially bought or made by the Supplier for the purpose of the order placed by the Customer and no part of such payment by the Customer shall be refunded. Any such moulding tools shall, unless otherwise agreed in writing between the Customer and the Supplier, remain in the possession of the Supplier who shall keep them in reasonable repair, provided always that the Suppler may dispose of such moulding tools if they have not been used for three consecutive years.

(b) If the Supplier holds moulding tools for the purpose of the sale of Goods or the supply of Services hereunder, such moulding tools will be kept fully insured by the Customer. The Supplier shall not be required to maintain any insurance in respect of such moulding tools and nor shall the Supplier be liable or for any loss whatsoever which may arise therefrom.

9. CHARGES AND PAYMENT

9.1 In consideration of the supply of the Goods and the Services by the Supplier, the Customer shall pay the charges as set out in the relevant invoice for the Goods and the Services.

9.2 The Supplier shall be entitled to issue an invoice to the Customer for the Goods and Services on delivery of the Goods in accordance with these Conditions.

9.3 The total price for Goods and the Services shall be paid in full and in cleared funds by the Customer to a bank account nominated in writing by the Supplier (without deduction or set-off) on the date of issue of the Supplier’s invoice, unless credit terms have been agreed in writing between the Customer and the Supplier.

9.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

(a) claim interest under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, as amended by the European Communities (Late Payment in Commercial Transactions) (Amendment) Regulations 2014;

(b) suspend all Services until payment has been made in full; and/or

(c) suspend services or delivery of goods under any other contract with the Customer or any other member of its Group.

9.5 Time shall be of the essence in respect of payment for Goods and Services.

9.6 All sums payable to the Supplier under the Contract shall become due immediately on its termination, notwithstanding any other provisions contained in these Conditions. This Condition 9.6 is without prejudice to any right whatsoever belonging to the Supplier to claim interest under law or the Contract.

9.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier (or any other member of its Group) against any liability of the Supplier (or any other member of its Group) to the Customer.

10. PROPERTY RIGHTS

10.1 The Supplier reserves ownership of and copyright in all drawings, data or specifications which it prepares in relation to the Goods and Services (the “Materials”).

10.2 The Customer shall not, without the Supplier’s prior written consent, disclose or make available to the Supplier’s competitors any of the Materials for any purpose whatsoever, including, but not limited to, for the purpose of procuring estimates or quotations.

10.3 Before the date of delivery of the Goods and performance of the Services the Customer shall ensure that it has secured permission from all relevant persons for the purposes of enabling the Supplier to use any Customer Documents and the Customer In-put free of charge.

10.4 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer (including the Supplier’s Equipment) shall, at all times, be and remain as between the Supplier and the Customer the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.

11. TERMINATION
    11.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:

(a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 214 of the Companies Act 1963; or

(c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

11.2 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt by the Customer;

(b) the Customer shall return all of the Goods and the Supplier’s Equipment. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of such Goods and Supplier’s Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

12. FORCE MAJEURE
    The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13. VARIATION

13.1 The Supplier may, from time to time and without notice, change the Goods and Services supplied by it in order to comply with any changes in the Supplier’s methods of production or any applicable safety or statutory requirements.

13.2 Subject to Condition 13.1, no variation of the Contract or these Conditions or of any of the Documents shall be valid unless it is in writing and signed by or on behalf of the Supplier and the Customer.

14. WAIVER

14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

15. SEVERANCE
    If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16. ENTIRE AGREEMENT

16.1 The Contract and these Conditions constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the sale of Goods and Services by the Supplier.

16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).

16.3 Nothing in this Condition shall limit or exclude any liability for fraud.

17. ASSIGNMENT

17.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

17.2 The Supplier may at any time assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

17.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.

18. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

19. NOTICES

19.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Customer’s purchase order or the Supplier’s quotation or confirmation of acceptance or as otherwise specified by the relevant party in writing to the other party. Any notice hereunder shall be deemed to have been duly received if delivered personally, when left at that address or, if sent by pre-paid post or recorded delivery, at 9.00am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

19.2 This Condition 19 shall not apply to the service of any in any proceedings or other documents in any legal action.

19.3 Communications in relation to the Contract may be given by email to the address specified in the Customer’s purchase order or the Supplier’s quotation or confirmation of acceptance save that any notice required to be given under the Contract shall not be validly served if sent by e-mail.

20. GOVERNING LAW AND JURISDICTION

20.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of the UK.

20.2 The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the UK to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).

21. CONSUMER RIGHTS (INCLUDING RIGHT OF CANCELLATION IF THE CONTRACT IS CONCLUDED AT DISTANCE WITHOUT THE CUSTOMER MEETING THE SUPPLIER OR THE SUPPLIER’S REPRESENTATIVES)

21.1 In circumstances where the Customer is a consumer (i.e. a natural person, as against a company, who is acting for purposes which are outside of his or her trade, business craft or profession), the Customer’s rights (including his or her right to return the Goods) pursuant to the Contract are supplemented by his or her statutory consumer rights (including those consumer specific rights which are contained in the Supplier’s Online Terms and Conditions of Supply, a copy of which is available at www.ie.tricel.eu or on request by the Customer). For further information concerning the Customer’s rights as a consumer, please see www.consumerhelp.ie.

Last updated 25/06/2024

Tricel (Weston) Ltd Website Terms and Conditions of Supply

(Last Updated June 2024)

This page (together with our Privacy Policy and Terms of Website Use tells you information about us and the legal terms and conditions (Terms) on which we sell to you any of the products and related installation and commissioning services (Products) listed on our website (our site).

These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.

You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.

1. INFORMATION ABOUT US

1.1 We operate the website tricelwater.co.uk. We are Tricel (Weston) Ltd, a company registered in the UK and with our registered offices at Winterstoke Road, Weston-super-Mare, BS24 9AN, United Kingdom, and Riverside Road, Kirkfieldbank, Lanark, ML 11 9JS, United Kingdom. Our main trading address is Winterstoke Road, Weston-super-Mare, BS24 9AN, United Kingdom.

1.2 Contacting us if you are a consumer:

(a) To cancel a Contract in accordance with your legal right to do so as set out in clause 9, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the Cancellation Form on our site. If you use this method we will e-mail you to confirm we have received your cancellation. You can also contact us using the details contained on our Contact Us page. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us.

(b) If you wish to contact us for any other reason, including because you have any complaints, you can contact us using the details contained on our Contact Us page.

(c) If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.

1.3 Contacting us if you are a business. You may contact us by using the details contained on our Contact Us page. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 20.3.

2. OUR PRODUCTS

2.1 The images of the Products on our site are for illustrative purposes only. All drawings, descriptions and specifications displayed on our site are published for the sole purpose of giving an approximate idea of the Products described. They shall not form part of these Terms and this should not be considered a sale by sample to you. Although we have made every effort to display the colours of our Products accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Products. Your Products may vary slightly from those images.

2.2 The packaging of the Products may vary from that shown on images on our site.

2.3 We reserve ownership of and copyright in all drawings, images, data or specifications which we prepare and send to you in relation to the Products (Materials). You shall not, without our prior written consent, disclose or make available to our competitors or any other person any of the Materials for any purpose whatsoever, including, but not limited to, for the purpose of procuring estimates or quotations.

2.4 Before the date of delivery of the Products, you shall ensure that you have secured permission from all relevant persons for the purposes of enabling us to use any Documents (defined below) and the Customer In-put (defined below) free of charge.

2.5 All materials, equipment and tools, drawings, specifications and data supplied by us to you (including the Equipment (defined below) shall, at all times, be and remain our exclusive property but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.

For the purposes of this clause 2 the following definitions shall have the following meanings:

Document: includes, without limitation, in addition to any document in writing, any specification, drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Customer In-put: the site preparation works to be carried out by you at the address for delivery of the Products and all Documents, information and materials provided by you relating to the Products, including (without limitation) the information specified in the Installation and Maintenance Instructions.

Installation and Maintenance Instructions: your instructions concerning site preparation and facilities which are required by us in respect of delivery and installation of the Products.

Equipment: any equipment, including tools, systems, cabling or facilities, provided by us or our subcontractors and used directly or indirectly in the supply of the Products which is not the subject of a separate agreement between us pursuant to which you procure title to goods from us.

3. USE OF OUR SITE

Your use of our site is governed by our Terms of Website Use. Please take the time to read these, as they include important terms which apply to you.

4. HOW WE USE YOUR PERSONAL INFORMATION

We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.

5. IF YOU ARE A CONSUMER

This clause 5 only applies if you are a consumer.

If you are a consumer, you may only purchase Products from our site if you are at least 18 years old.

6. IF YOU ARE A BUSINESS CUSTOMER

This clause 6 only applies if you are a business.

6.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.

6.2 These Terms and our Privacy Policy and Terms of Website Use constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

6.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or our Privacy Policy and Terms of Website Use.

6.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

7.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

7.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.3.

7.3 We will confirm our acceptance to you by sending you an e-mail (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.

7.4 If we are unable to supply you with a Product, for example, because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 14.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Product, we will refund you the full amount including any delivery costs charged as soon as possible (excluding any applicable bank charges).

8. OUR RIGHT TO VARY THESE TERMS

8.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated.

8.2 Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.

This clause 8.3 only applies if you are a consumer.

8.3 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.

9. YOUR CONSUMER RIGHT OF RETURN AND REFUND

This clause 9 only applies if you are a consumer.

9.1 If you are a consumer, you have a legal right to cancel a Contract under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 during the period set out below in clause 9.2. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available at www.consumerhelp.ie.

9.2 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation, which is when the Contract between you and us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:

9.3 To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the Cancellation Form on our website. If you use this method we will e-mail you to confirm we have received your cancellation.

You can contact us using the details contained on our Contact Us page. If you are e-mailing us or writing to us please include details of your order to help us to easily identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-mail us before midnight on that day.

9.4 If you cancel your Contract we will:

(a) refund you the price you paid for the Products. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the Products if this has been caused by your handling them in a way which would not be permitted in a shop.

(b) refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

(c) make any refunds due to you as soon as possible and in any event within the deadlines indicated below:

(i) if you have received the Product and we have not offered to collect it from you: 14 days after the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see clause 9.7;

(ii) if you have not received the Product or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.

9.5 If you have returned the Products to us under this clause 9 because they are faulty or mis-described, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.

9.6 We will refund you via the 3rd party payment processing company details used by you to pay.

9.7 If a Product has been delivered to you before you decide to cancel your Contract:

(a) then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back to us at our trading address set out herein or, if we have offered to collect the Product from you, we will collect the Product from the address to which it was delivered. We will contact you to arrange a suitable time for collection;

(b) unless the Product is faulty or not as described (in this case, see clause 9.5), you will be responsible for the cost of returning the Products to us. If the Product is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Product to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Product from you, we will charge you the direct cost to us of the collection.

9.8 Because you are a consumer, we are under a legal duty to supply Products that are in conformity with this Contract. As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 9 or anything else in these Terms. Advice about your legal rights is available is available at www.consumerhelp.ie.

10. DELIVERY

10.1 Delivery of the Products shall only take place: (i) on delivery by us of the Products to the location identified by you for the purposes of delivery (Delivery Address); or (ii) when the Products have been collected from our premises by a carrier or agent acting on your behalf for the purposes of delivery, whichever is applicable.

10.2 Any dates specified for delivery of the Products are intended to be an estimate only and time for delivery may not be made of the essence by notice from you. If no dates are so specified, delivery shall be within a reasonable time.

10.3 You shall provide at the Delivery Address and at your expense adequate and appropriate equipment and manual labour for unloading the Products.

10.4 The quantity of any consignment of Products as recorded by us on despatch from our premises shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

This clause 10.5 only applies if you are a consumer.

10.5 If we miss the relevant delivery deadline for any Products then you may cancel your Order straight away if any of the following apply:

(a) we have refused to deliver the Products;

(b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or

(c) you told us before we accepted your order that delivery within the delivery deadline was essential.

This clause 10.6 only applies if you are a consumer.

10.6 If you do not wish to cancel your order straight away, or do not have the right to do so under clause 10.5, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.

This clause 10.7 only applies if you are a consumer.

10.7 If you do choose to cancel your Order for late delivery under clause 10.5 or clause 10.6, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Products and their delivery.

11. INTERNATIONAL DELIVERY

11.1 We deliver to the countries listed on our Delivery Countries page (International Delivery Destinations).

11.2 If you order Products from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. Accordingly, we accept no liability for these amounts.

11.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

11.4 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.

12. HEALTH & SAFETY INSTRUCTIONS, MANUALS AND PRODUCT LITERATURE

12.1 By accepting these Terms you hereby agree and acknowledges that safety information, manuals and product literature is available to you concerning the steps to be taken by you to ensure that the Products are used, handled, processed, stored or transported safely and without risk to your health and to the health of your agents, subcontractors, consultants, officers and employees. You must immediately contact us if you are not in possession of such safety information, manuals or product literature and you must refrain from using the Products for any purpose whatsoever until you are in receipt of and have read and understand such safety information, manuals or product literature. By accepting these Terms you agree and acknowledge that certain Products are sold in containers which may have hazard information and conditions of safe use as part of their container identification and labelling. You agree to comply in full with any such information and conditions of safe use.

12.2 You undertake that:

(a) you shall use the Products strictly in accordance with the weight, capacity and/or use specifications which are supplied in connection with the Products (Specifications); and

(b) you shall not exceed, deviate from, or use the Products in any manner otherwise than in accordance with the Specifications.

12.3 If you use the Products in any manner otherwise than in accordance with the Specifications, we shall be exempt from any and all liability howsoever arising for any direct, indirect or consequential losses and damages suffered by any person or entity as a result of such use by you.

12.4 We shall use reasonable endeavours to observe all applicable health and safety rules and regulations, and any other reasonable security requirements that apply at your premises and that have been communicated to us under clause 12.5(a), provided that you shall not be liable if, as a result of such observation, you are in breach of any of your obligations under these Conditions.

12.5 You shall:

(a) before and during the supply of the Products, be responsible (at your own cost) for safely preparing and maintaining the premises at which the Products are to be delivered, including identifying, monitoring, removing and disposing of any hazardous materials from such premises in accordance with all applicable laws;

(b) inform us of: (i) all health and safety rules and regulations and any other reasonable security requirements that apply at the relevant premises set out in clause 12.5(a); and (ii) all of the actions taken by you in satisfaction of your obligations under clause 12.5(a); and

(c) ensure that all of your equipment is in good working order and suitable for the purposes for which it is used in relation to the Products and conforms to all relevant standards or requirements and codes of industry practice.

13. YOUR OBLIGATIONS IN RELATION TO THE PRODUCTS

13.1 You shall:

(a) co-operate with us in all matters relating to the delivery of the Products;

(b) provide us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge to us, with access to your premises, office accommodation, data and other facilities as set out in the Installation and Maintenance Instructions (as defined in clause 2) and as reasonably required by us;

(c) provide to us, in a timely manner, such Customer In-put (as defined in clause 2) and other information as we may require and ensure that such Customer In-put (as defined in clause 2) and information is accurate in all material respects;

(d) in relation to Products and before the date of delivery of the Products, obtain and maintain all necessary licences and consents and comply with all relevant legislation in connection with:

(i) use of the Equipment (as defined in clause 2):

(ii) use of Customer In-put (as defined in clause 2): and

(iii) use of your equipment, insofar as such licences, consents and legislation relate to your business, premises, staff and equipment; and

(e) promptly inspect and test the Products when notified by us that they are ready for use.

13.2 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Contract, subject to us confirming such costs, charges and losses in writing.

14. PRICE OF PRODUCTS AND DELIVERY CHARGES

14.1 The prices of the Products will be as quoted on our site at the time you submit your order. We use our best efforts to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 14.5 for what happens if we discover an error in the price of Products that you ordered.

14.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.

14.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

14.4 The price of a Product does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page. If you select a courier service for delivery of a Product and you are not available to receive the Product when the courier service delivers the Product, the Product will be returned to and retained by us at our premises pending further delivery instructions from you. You will be solely responsible for any extra costs associated with redelivering the Product to you following any failed courier delivery.

14.5 Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

(a) where the Product’s correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and

(b) if the Product’s correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

15. HOW TO PAY

15.1 You can only pay for Products using a 3rd party payment processing company.

15.2 Payment for the Products and all applicable delivery charges is in advance. We will not charge you until we dispatch your order.

16. MANUFACTURER GUARANTEES

16.1 Some of the Products we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Products.

16.2 If you are a consumer, a manufacturer’s guarantee is in addition to your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available at www.consumerhelp.ie.

17. OUR WARRANTY AND LIABILITY FOR THE PRODUCTS

This clause 17 applies if you are a business customer.

17.1 We make no express or implied warranty, representation or undertaking and assume no responsibility concerning the quality, nature or fitness for purpose of the Products. We accept no liability for any direct, indirect or consequential loss or damage suffered by any person or entity as a result of any defects in or unfitness for purpose of the Products.

17.2 Without prejudice to clause 17.1, we (at our sole discretion) may elect to repair or replace free of charge any part or parts of the Products which are considered by us to be defective or unfit for purpose due to fault in design, installation, inferior materials or fault in manufacture for which we are responsible (Option). We will only exercise the Option if you notify us in writing within three months of the date of delivery pursuant to clause 10 that the Products are defective or unfit for purpose.

17.3 This clause 17 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants and subcontractors) to you in respect of:

(a) any breach of this Contract, including any deliberate breach of this Contract by you, your employees, agents or subcontractors;

(b) any use made by you of the Products or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.

17.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.

17.5 You unconditionally and irrevocably agree to indemnify us and keep us indemnified from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by us and arising from any claim brought by any third party against us howsoever arising from or in connection with: (i) the Contract; (ii) the supply of the Products pursuant to the Contract; or (iii) your use of the Products.

17.6 Nothing in this Contract limits or excludes our liability:

(a) for death or personal injury resulting from negligence;

(b) for any other matter which it would be illegal for us to exclude or attempt to exclude liability;

(c) for fraud or fraudulent misrepresentation; or

(d) under implied conditions as to title contained in section 12 of the Sale of Goods Act 1893.

18. OUR LIABILITY IF YOU ARE A CONSUMER

This clause 18 only applies if you are a consumer.

18.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.

18.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

18.3 We do not in any way exclude or limit our liability:

(a) for death or personal injury resulting from negligence; or

(b) for any other matter which it would be illegal for us to exclude or attempt to exclude its liability; or

(c) for fraud or fraudulent misrepresentation; or

(d) under implied conditions as to title contained in section 12 of the Sale of Goods Act 1893.

19. EVENTS OUTSIDE OUR CONTROL

19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 19.2.

19.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

19.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

19.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.

20. COMMUNICATIONS BETWEEN US

20.1 When we refer, in these Terms, to “in writing”, this will include e-mail.

20.2 If you are a consumer you may contact us as described in clause 1.2.

20.3 If you are a business:

(a) Any notice required to be given shall be in writing and shall be delivered personally, or sent by pre-paid post, recorded delivery or by commercial courier to the other party. Any notice hereunder shall be deemed to have been duly received if delivered personally, when left at that address or, if sent by pre-paid post or recorded delivery, at 9.00am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

(b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

21. OTHER IMPORTANT TERMS

21.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.

21.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. However if you are a consumer and you have purchased a Product as a gift, you may transfer the benefit of your rights or obligations under these Terms to the recipient of the gift without needing to ask our consent.

21.3 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

21.4 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

21.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between you and us, nor constitute either you or us as the agent of the other for any purpose. Neither you or us shall have authority to act as agent for, or to bind, the other in any way

21.6 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

21.7 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law

21.8 If you are a consumer, please note that these Terms are governed by Irish law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by Irish law. You and we both agree to that the courts of the UK will have exclusive jurisdiction in respect of the Contract and any dispute or claim arising out of or in connection with it.

21.9 If you are a business, The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of the UK. You irrevocably agree to submit to the exclusive jurisdiction of the courts of the UK to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).