TERMS & CONDITIONS:
(a) “The Company” means I.D.E.A.L Technology.
(b) “The Client/Customer/End user” means the person or persons for whom or the Company, Firm or Corporation, for which the Company provides or installs the equipment or supplies the goods, (as hereinafter defined).
(c) “Agreement” means the Submission attached hereto (and the Specification referred to herein), the Acceptance attached hereto and these terms and conditions.
(d) “The Company’s Equipment” means the goods designated in the Specifications by the Company as its property. (e) “The Client/Customer/End users Equipment” means the wiring circuits, devices and all other components other than the Company’s equipment.
(f) “The System” means the Company’s Equipment in conjunction with the Client/Customer/End user’s equipment.
(g) “The Completion Date” means the date when the installation of the “system” has been completed by the company (whether or not the Client/Customer/End user has obtained by that date and made available for connection any line or cable of the Electricity Supply Board or Bord Telecom Eireann or other Statutory Body required by the Specifications) signified by the Company’s Certificate which shall be conclusive evidence thereof.
(h) “The Warranty Period”, subject as hereinafter provided, means the period of one year from the completion or delivery date.
(i) All equipment remains the property of Ideal Technology until paid for in full.
(1) There shall be a Contract between Ideal Technology and the Client/Customer/End user once the Client/Customer/End user accepts the quotation submitted by Ideal Technology drawn up in accordance with terms and specifications of any Tender Document and/or Drawing (where submitted) by the Client/Customer/End user.
(2) The Contractual rights which the Client/Customer/End user enjoys by virtue of sections 12, 13, 14 and 15 of the Sale of Goods Act, (as amended) and by virtue of section 39 of the Sale of Goods and Supply of Services Act, are in no way prejudiced by anything contained in these Terms and Conditions save (if the Client/Customer/End user is not dealing as consumer or in the case of an international sale of goods) to the extent permitted by law.
(3) Words and expressions defined in the Sale of Goods Act, 1893 and 1989 shall, when used in these Terms and Conditions, save where the context otherwise requires, bear the same meaning as therein and in particular references to “goods” shall be interpreted to include all goods and materials supplied under a contract for the supply of services.
(4) It is understood and agreed by the Client/Customer/End user and Ideal Technology that Ideal Technology is not an insurer and that insurance, if any required, shall be obtained by the Client/Customer/End user. The payment under this Contract is based solely on the value of the system, equipment and/or the service provided and is unrelated to the value of the Client/Customer/End user’s property or other property located in the premises (as defined).
Accordingly it is hereby agreed as follows:-
(a) Ideal Technology’s liability hereunder for any loss, damage, expense or injury or whatsoever nature (consequential or otherwise) whether in contract, tort or otherwise (other than for death or injury to any person actually caused by the negligence of Ideal Technology, its employees or agents) arising out of in connection with the System or goods being out of order or in any way defective or from any other cause or as a result of any act, omission or negligence of Ideal Technology equal to ten percent (10%) of the payment hereunder or two hundred and forty euro (€240.00) whichever is the greater. Ideal Technology’s liability under this provision shall be limited to a period of one (1) year from the date of receipt of the System or goods by the Client/Customer/End user.
(5) The Company shall install a system or equipment at the Client/Customer/End users premises as set out in the Specification and shall make all the necessary connections (other than those which require to be made up by the Electricity Supply Board or Bord Telecom Eireann or any other Body in compliance with statutory requirements or as set out in the Specifications) without liability for reinstatement or redecoration.
(6) Unless otherwise agreed in writing by the Company delivery of the Goods shall be Ex-works and shall take place at the Company’s place of business in normal business hours and the Customer shall take delivery of the Goods within 14 days of the Company giving the Customer notice that the Goods are ready for delivery.
(7) Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time.
(8) If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations then the Goods will be deemed to have been delivered, risk passing to the Customer (including for loss or damage caused by the Company’s negligence) and the Company may:-
(a) stores the Goods until actual delivery whereupon the Client/Customer/End user will be liable for all related costs and expenses (including without limitation storage, re-delivery and insurance);
- (b) sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Client/Customer/End user for any shortfall below the Contract price.
(9) The Client/Customer/End user will be deemed to have accepted the Goods as being in accordance with the Contract unless the Client/Customer/End user notifies the Company in writing of any defect or other failure of the Goods to conform with the Contract within 7 days of the date of delivery of the Goods where the defect or failure would be apparent upon reasonable inspection and testing of the Goods or within a reasonable time where the defect or failure would not be so apparent within 7 days of the date of delivery, failing which the Client/Customer/End user shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Client/Customer/End user shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
10) Goods, once delivered, may not be returned unless their return is agreed in advance in writing by the Company, and subject to the following conditions:
(a) Goods are returned in a new and unused condition;
(b) Any packaging remains unbroken and in reasonable condition;
(c) Returns are made within 21 days of delivery of those Goods, all transport and other re-delivery costs whatever nature are paid by the Client/Customer/End user;
(d) Returned goods shall be accompanied by a written record of invoice number, date and a note of reasons for their return.
(11) The Company shall also:
(a) During the Warranty Period following the completion date carry out any necessary repairs or replacement to the Client/Customer/End user’s equipment PROVIDED that the Company may at its absolute discretion charge the Client/Customer/End user for any replacement equipment used.
(b) Provide a breakdown service when required in connection with the system.
(c) Charges for breakdown services outside of “Warranty Period” (if applicable) will be advised in advance
- (12) Inspection/Maintenance Service.
- (a) Unless otherwise specified on the Schedule of Inspection/Maintenance/Service for the system will be furnished by Ideal Technology during its normal working hours 8.30am to 5.00pm Monday to Friday except public holidays. Ideal Technology shall have full and free access to the system to perform services thereon. Ideal Technology shall not be responsible for failure to render services due to causes beyond its control
- .(b) If the Client/Customer/End user requests service outside the normal working hours of Ideal Technology it shall be charged for at the then applicable premium time labour rates.(c) All other costs of breakdown or service will be charged to the Client/Customer/End user at Ideal Technology’s then prevailing rates for labour and materials. As a part of inspection and at the same time inspections are made, Ideal Technology will make all required adjustments of the apparatus necessary for its proper operation and will advise the Client/Customer/End user of any maintenance or repairs necessary to the system, but it is understood and agreed that all maintenance, repairs, replacements of worn out or damaged devices or materials, and any charges or alteration of the system made at the request of the Client/Customer/End user/Customer or made necessary by any changes in the Client/Customer/End users premises, property or equipment after the original installation has been completed are not included in the Inspection/Maintenance Service being furnished.
- (d) The inspection will include:-
- (i) A visual and/or electrical test of connecting wiring.
- (ii) Operational test of all devices.
- (iii) Inspection of power supply and stand-by power supplies.
- (iv) Operational test of any communication equipment connected to 3rd Parties.(v) Operational inspection of all audible alarm and warning devices.
- (vi) Ensure that system is fully operational when inspection is complete.
- (13) Repair and parts replacement without maintenance contract.
- After the expiration of the Warranty Ideal Technology will, if requested, provide the Client/Customer/End user/Customer with repair and parts replacement for the equipment at Ideal Technology’s prevailing prices and terms at the time.
- (14) The Client/Customer/End user shall:-
- (a) Pay to the Company:-(i) A sum equal to 50% of the installation charge as provided for in the Estimate attached hereto on the signing of the Acceptance attached hereto.(ii) The balance of 50% on the completion date.(iii) Any charge made by the Garda Siochana, Local Public or State Authority, Bord Telecom Eireann, Electricity Supply Board or other Statutory Body on the date provided for payment thereof of such Body.(iv) Any charge for repairs or replacements to the system or Goods from time to time made by the Company in advance of such repairs or replacements.(v) Not sell, charge, pledge or otherwise deal with the Company’s equipment or part with possession thereof or remove or permit same to be removed from the Client/Customer/End user’s premises.(vi) Notify the Company of any proposed structural alterations to the premises or any modification in the telephone or other installation affecting the system. An extension to or alteration of the system which may thereby become necessary shall be carried out by the Company at the expense of the Client/Customer/End user.(vii) Notify the Company of any adverse conditions which may affect the correct operation of the system.(viii) The Client/Customer/End user or his authorised representative shall carry out checks on all parts of the system at frequent intervals and not less frequently than monthly. The Client/Customer/End user shall be responsible for arranging the elimination of any faults in the system. In the event of any inherent fault in the system the Company shall be informed immediately.(ix) Insure the system to its full value and produce the policy and premium receipt to the Company on request.(x) Not alter, interfere with or permit any alteration or interference with the system.
(xi) Indemnify the Company against loss or damage to the system from whatever cause. (xii)Indemnify the Company in respect of any charge at Ideal Technology’s standard rate for such visit applicable at the time arising out of a visit to the Client/Customer/End user’s premises required by the police or fire authorities or Telecom Eireann on any authority or as a result of any fault in any equipment or as a result of any other circumstances outside Ideal Technology’s control or due to a failure by the Client/Customer/End user to operate the system correctly.
(xiii) Permit the Company at all reasonable times to enter the Client/Customer/End user’s premises to remove the system (without liability for reinstatement or redecoration) if the full purchase price and shall remain unpaid for a period of seven days after the due date for payment.
(xiv) Obtain and pay for all necessary consents for the installation of the system and give to the Company access to the premises at all reasonable times for the purpose of doing anything which the Company is entitled to do under this Agreement.
- (15) The beneficial ownership in the Clients/End user/Customer’s equipment shall not pass to the Clients/End user/Customer until Ideal Technology has been paid in full and shall until that time remain in the full beneficial ownership of the Company.
- (16) All prices, charges and fees payable by the Client/Customer/End user shall be subject to market fluctuation and/or changes in basic national wage rates and cost of materials. The Company may, after the expiry of twelve months from the completion date, increase the annual service maintenance charge by giving seven working days’ notice in writing to the Client/Customer/End user stating the increase and the date from which such increase shall be effective and payable by the Client/Customer/End user PROVIDED ALWAYS that the Client/Customer/End user may, on receipt of such notice, give three months’ notice in writing to the Company to determine this agreement.
- (17) All payments due from the Client/Customer/End user to the Company under this agreement shall, if required by the Company, be made at the Company’s discretion by direct debit or Banker’s Order. If at any time payment due from the Client/Customer/End user to the Company under this agreement shall be in arrears the Company shall not be bound to perform any of the obligations hereunder
.(18) PROMPT PAYMENTS ACT
- a. A Purchaser who obtains goods or services from a supplier shall pay for them by the prescribed payment date.
- b. A Purchaser who does not pay for goods or services by the prescribed payment date shall, subject to sections 5, 7 and 14, pay and interest penalty to the supplied in accordance with this section on the amount from time to time outstanding under the contract for the supply of the goods or services.
- c. An interest penalty under this Act shall be paid to the supplier for the period beginning on the day after the prescribed payment date and ending on the date on which the payment of the amount due is made.
- d. For the purposes of subsection (3), payment shall be taken to have been made when the appropriate amount of cash is received by the supplier, the appropriate amount is credited by, on behalf of, or at the direction of, the purchased to an account nominated by the supplier, or the suppliers is put in a position by the purchaser to be able, by the supplier’s own actions, to credit the appropriate amount (for example, by the depositing of a cheque which is subsequently honoured) to such an account.
- e. An interest penalty in accordance with this section is not capable to being waived by the supplier, and shall be included with the amount payable for the goods or services without demand for its payment being made by the supplier.
- (19) WARRANTY
Any part of the system, including the wiring installed under the Contract which proves to be defective in material or workmanship within one year of the date of completion of installation and the signing of the Client/Customer/End user of Ideal Technology’s Commissioning Certificate will be replaced at the Company option with a new or functionally operative part Labour and materials required to repair or replace such defective components will be free of charge for a period of one (1) year following the completion of the original installation and the signing by the Client/Customer/End user of Completion/Commissioning Certificate.
- This is with the exception of cameras, monitor tubes and bulbs, where a closed circuit television system is provided. The warranty period for cameras, monitor tubes and bulbs will be ninety (90) days from the date of completion of installation and the signing by the Client/Customer/End users of Ideal Technology’s Completion/Commissioning Certificate.
- Following the “Warranty Period” and in the absence of a Maintenance Contract or other funding facilities the onus for the repairs and upkeep of the system or Goods is the responsibility of the Client/End user/Customer.This warranty does not apply to the conditions listed below and therefore in the event of a Client/Customer/End user calling The Company for service under the Warranty and upon inspection by the Company’s representative it is found that one of these conditions has led to the inoperability or apparent inoperability of the System, a charge will be made for the service call of the Company’s representative whether or not he actually works on the system. Should it actually be necessary to make repairs to the System due to one of the conditions listed below and not covered by the Warranty, a charge will be made for such works at Ideal Technology’s then applicable rates for labour and material.(i) Damage resulting from accidents, act of God, misuse, tampering or abuse.(ii) Failure of the Client/Customer/End user to properly follow operating instructions provided by the Company at the time of installation or at a later date.(iii) Adjustments necessitated by misalignment of closed circuit television camera(s), improper adjustment of light on the area viewed by such camera(s) and(iv) Alterations to the system by the Client/Customer/End user or by a third party.If due to non-payment of overdue sums to the Company the system is not properly in use and the Client/Customer/End user then claims the Warranty is applicable, the Company shall be entitled to make a charge for any such work required to render the system operable at The Company’s then applicable rate of labour and materials.THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AS TO MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PURCHASER’S EXCLUSIVE REMEDY IN RESPECT OF DAMAGE TO, OR DEFICIENCY IN MATERIAL AND WORKMANSHIP OF ANY PART OF THE SYSTEM SHALL BE REPAIR OR REPLACEMENT IN ACCORDANCEWITH THE PROVISIONS OF THIS CLAUSE. BUT IN RESPECT OF OTHER LOSS OR DAMAGE THE PROVISIONS OF CLAUSE (4) SHALL APPLY. THIS WARRANTYDOES NOT AFFECT THE RIGHTS OF THE CLIENT/CUSTOMER/END USER AT COMMON LAW OR PURSUANT TO STATUTE IN IRELAND.
(20) The Company shall not be responsible for any loss or damage of whatsoever nature resulting from technical failure or defect in the equipment by reason of a failure to transmit signals whether due to any act, omission or neglect of the Company, its employees or agents otherwise.
- (21) This agreement may be determined by the Company by notice in writing to the Client/Customer/End user if at any time the headquarters of the Company or the premises of the Client/Customer/End user are destroyed or damaged so that they cannot be used reasonably.
- (22) It is expressly agreed between the parties that when the Company designates an item of the system as the Company’s equipment such decision shall be final and binding.
- (23) Any dispute of difference of any kind whatsoever which may arise between the Client/Customer/End user and The Company shall be referred to a single arbitrator to be agreed between the parties or in the absence of agreement to be named by the President for the time being of the Incorporated Law Society of Ireland. The arbitrator so agreed or appointed under this provision shall have and may exercise all the power conferred on arbitrators by the arbitration Act, 1954 and 1980 or any statutory amendment thereof. Any award in such arbitration shall be a condition precedent to any legal proceedings in any Court against the Company in respect of any such dispute or difference.
- (24) Any notice to be given hereunder shall be in writing and shall be expressed to be a notice given hereunder and shall be deemed duly given upon being left at or forty-eight hours after having been posted by prepaid ordinary post to the party to which it is to be given at its address set out in the acceptance (in the case of the Client/Customer/End user) and at (in the case of the Company) or such other address as such party shall have previously communicated by notice to the other.
- (25) If the Client/Customer/End user shall commit any breach of the agreement or if any payment shall be more than one month in arrears the Company may forthwith by notice in writing to the Client/Customer/End user determine this agreement without prejudice to it right to recover any sums due hereunder and to recover the Company’s equipment.
- (26) The Company shall be entitled to assign all or any of it rights under this agreement and perform any of its obligations through sub-contractors.
- (27) No terms or representations other than those embodied in this agreement shall be binding upon the Company unless accepted by a Director of the Company in writing.
- The Company and the Client/Customer/End user agree the Terms and Conditions set out above
- SIGNED FORTHE CLIENT: POSITION: SIGNED FORTHE COMPANY: DATE: