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VRS Terms & Conditions

Verde Remediation Services Limited

Standard Terms and Conditions

1 Definitions

1.1 “Supplier” means Verde Remediation Services Limited its successors and assigns or any person acting on behalf of and with the authority of Verde Remediation Services Limited.

1.2 ‘Client” means 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 means any person acting on behalf of and with the authority of such person or entity.

1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

1.4 “Goods” means Goods supplied by the Supplier to the Client (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 Supplier to the Client.

1.5 “Services” means all services supplied by the Supplier to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6 “Price” means the cost of the Goods and Services as agreed between the Supplier and the Client subject to clause 3 of this contract.

2 Acceptance

2.1 Any instructions received by the Supplier from the Client for the supply of Goods and Services and/or the Client’s acceptance of Goods and Services supplied by the Supplier shall constitute acceptance of the terms and conditions contained herein.

2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of the Supplier.

2.4 The Client undertakes to give the Supplier at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.

3 Price And Payment

3.1 At the Supplier’s sole discretion the Price shall be either

3.1.1 as indicated on invoices provided by the Supplier to the Client in respect of Goods and/or Services supplied; or

3.1.2 the Supplier’s quoted Price (subject to clause 3.2) which shall be binding upon the Supplier provided that the Client shall accept the Supplier’s quotation in writing within thirty (30) days.

3.2 The Supplier reserves the right, by giving written notice to the Client at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and Services which are requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate information or instructions.

3.3 Any extra work required requested will be highlighted with the Supplier and agreed by the Client before commencement.

3.4 At the Supplier’s sole discretion a deposit may be required and quotations are valid for 90 days in all cases.

3.5 Time for payment for the Goods and/or 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 seven (7) days following the date of the invoice.

3.6 At the Supplier’s sole discretion

3.6.1 payment shall be due on delivery of the Goods and/or Services, or

3.6.2 payment shall be due before delivery of the Goods and/or Services, or

3.6.3 payment for approved Clients shall be made by instalments in accordance with the Supplier’s payment schedule, or

3.6.4 payment for Client’s who hold an account with the Supplier shall be due thirty (30) days following the end of the month in which a statement is emailed to the Client’s nominated email address or posted to the Client’s address for notices.

3.7 Payment will be made by cash, or by cheque, or by bank transfer, or by direct credit, or by any other method as agreed to between the Client and the Supplier.

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

4 Delivery Of Goods and Services

4.1 At the Supplier’s sole discretion delivery of the Goods and/or Services shall take place when the Client takes possession of the Goods and or Services at the Client’s address.

4.2 On receipt of a booking deposit the works will be scheduled by agreement between the Supplier and the Client. Variations to start dates may occur, and the Supplier will keep the Client advised of any likely change to the agreed schedule. The Supplier accepts no responsibility whatsoever for any loss or damage caused due to a schedule change.

4.3 At the Supplier’s sole discretion the costs of delivery are included in the Price.

4.4 The Client shall make all arrangements necessary to take delivery of the Goods and/or Services whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods and/or Services as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery.

4.5 Delivery of the Goods and/or Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.

4.6 The Supplier may deliver the Goods and/or Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

4.7 The Client shall take delivery of the Goods and Services tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that;

4.7.1 such discrepancy in quantity shall not exceed 5%, and

4.7.2 the Price shall be adjusted pro rata to the discrepancy.

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

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

5 Risk

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

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

6 Title

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

6.1.1 the Client has paid all amounts owing for the particular Goods, and

6.1.2 the Client has met all other obligations due by the Client to the Supplier in respect of all contracts between the Supplier and the Client.

6.2 Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Goods shall continue.

6.3 It is further agreed that:

6.3.1 where practicable the Goods shall be kept separate and identifiable until the Supplier shall have received payment and all other obligations of the Client are met; and

6.3.2 until such time as ownership of the Goods shall pass from the Supplier to the Client the Supplier may give notice in writing to the Client to return the Goods or any of them to the Supplier. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and

6.3.3 the Supplier shall have the right of stopping the Goods in transit whether or not delivery has been made; and

6.3.4 if the Client fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon and into land; and

6.3.5 the Client is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for the Supplier; and

6.3.6 the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Supplier; and

6.3.7 the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

6.3.8 premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods and

6.3.9 until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.

7 Client’s Disclaimer

7.1 The Client 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 Client by the Supplier and the Client acknowledges that the Goods and Services are bought relying solely upon the Client’s skill and judgment.

8 Defects

8.1 The Client shall inspect the Goods and/or Services of completion and shall within one (1) day notify the Supplier of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote in writing. The Client shall afford the Supplier an opportunity to inspect the Goods and/or Services within a reasonable time following delivery if the Client believes the Goods and/or Services are defective in any way. If the Client shall fail to comply with these provisions the Goods and/or Services shall be presumed to be free from any defect or damage. For defective Goods and/or Services, which the Supplier has agreed in writing that the Client is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion) replacing the Goods and/or Services or repairing the Goods and/or Services.

8.2 No Goods shall be accepted for return except in accordance with 9.1 above

8.1 The Client shall inspect the Goods and/or Services of completion and shall within one (1) day notify the Supplier of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote in writing.

8.2 The Client shall afford the Supplier an opportunity to inspect the Goods and/or Services within a reasonable time following delivery if the Client believes the Goods and/or Services are defective in any way.

8.3 The Supplier shall at its option:

8.3.1 replace the defective Goods within a reasonable timeframe of receiving the Client’s notice; or

8.3.2 repair the defective Goods within a reasonable timeframe of receiving the Client’s notice; or

8.3.3 refund to the Client the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Supplier shall have no further liability to the Client in respect thereof and the Client may not reject the Goods if delivery is not refused or notice given by the Client as set out above.

8.4 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.  Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Client the price of such defective Goods but the Supplier shall have no further liability to the Client.

8.5 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Client, its employees or agents or any third party.

8.6 Goods, other than defective Goods returned under sub-Clauses 8.3.1, 8.3.2 or 8.3.3, returned by the Client and accepted by the Supplier may be credited to the Client at the Supplier’s sole discretion and without any obligation on the part of the Supplier.

8.7 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.8 The Client shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Client is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Client is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Client will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Client’s failure to comply with this condition.

9 Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980

9.1 This agreement is subject to the provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 in all cases except where the Client is contracting within the terms of a trade/business (which cases are specifically excluded).

9.2 Notwithstanding clause 11.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 (in particular sections 12-15), or the Sale of Goods and Supply of Services Act 1980, or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts laws or legislation.

9.3 In situations where defects in goods or workmanship arise, the Supplier should be notified within 7 days and given access to resolve within a reasonable timeframe. No consequential damages will be accepted by the Supplier.

9.4 In particular where the Client buys Goods as a consumer the provisions of Clauses 8, 9 and 10 above shall be subject to any laws or legislation governing the rights of consumers.

10 Default & Consequences Of Default

10.1 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.

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

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

10.4 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.

10.5 Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:

10.5.1 any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Client will be unable to meet its payments as they fall due; or

10.5.2 the Client 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

10.5.3 a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

11 Cancellation

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

11.2 The Client may cancel delivery of the Goods and/or Services up to one (1) days from the date of acceptance of the Supplier’s quotation.

11.3 In the event that the Client cancels delivery of Goods and/or Services the Client shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation. Any deposit paid cannot not be refunded if the job is cancelled by the client before works commence. This is to cover costs associated with processing the order.

12 Data Protection Act 1988 & Data Protection Act 2003

12.1 The Client and the Guarantor/s (if separate to the Client) authorises the Supplier to:

12.1.1 collect, retain and use any information about the Client, for the purpose of assessing the Client’s creditworthiness or marketing products and services to the Client; and

12.1.2 to disclose information about the Client, whether collected by the Supplier from the Client directly or obtained by the Supplier 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 Client on publicly accessible credit reporting databases.

12.2 Where the Client is an individual the authorities are authorities or consents for the purposes of the Data Protection Act 1988 & Data Protection Act 2003.

12.3 The Client shall have the right to request the Supplier for a copy of the information about the Client retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Client held by the Supplier.

13 Assignment

13.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Client.

13.2 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

14 Liability

14.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the Sale of Goods Act) are, to the fullest extent permitted by law, excluded from the Contract.

14.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier, arising from loss or damage to any equipment (including that of third parties) caused by the Client, its agents or employees.

14.4 Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them.  All obligations on the part of such a Client shall be joint and several obligations of such persons.

14.5 The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

14.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:

14.6.1 for death or personal injury caused by the Supplier’s negligence;

14.6.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

14.6.3 for fraud or fraudulent misrepresentation.

14.7 Subject to the remaining provisions of this Clause 14:

14.7.1 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

14.7.2 the Supplier shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

15 Confidentiality

15.1 Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and 1 year after its termination:

15.1.1 keep confidential all Confidential Information;

15.1.2 not disclose any Confidential Information to any other person;

15.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

15.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

15.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 15.1.1 to 15.1.4 above.

15.2 Either Party may:

15.2.1 disclose any Confidential Information to:

15.2.1.1 any sub-contractor or supplier of that Party;

15.2.1.2 any governmental or other authority or regulatory body; or

15.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 15.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

15.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

15.3 The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

16 General

16.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired

16.2 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.

16.3 The Supplier shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Supplier of these terms and conditions.

16.4 Maintenance of all systems is the responsibility of the Client.

16.5 In the event of any breach of this contract by the Supplier the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the Price of the Goods.

16.6 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by the Supplier.

16.7 Where issues arise with any product, the Supplier will be given time to carry out repairs to such. Product faults are not the fault of the Supplier, but it is the Supplier’s responsibility to have these resolved.

16.8 The Supplier may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

16.9 The Supplier 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 Supplier notifies the Client of such change. Except where the Supplier supplies further Goods to the Client and the Client accepts such Goods, the Client shall be under no obligation to accept such changes.

16.10 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.

16.11 Any dispute arising or in connection with these Conditions or the sale of goods and/or supply of services shall be referred to arbitration by a single arbitrator nominated and appointed by agreement or in default on application to the Law Society and the Arbitrations Acts shall apply.

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