The terms & conditions outlined in here state Profile Developments (Company registration no: 103317) hereby known as the company, and The Palladio Door Collection or The Avant Garde Collection, hereby known as the brand(s). Conditions refer to the terms outlined in here. The contract usually means an agreement signed between the company and the supplier. In some instances, it may also refer to the contract between the company and a social media personality, hereby referred to as an influencer. Customer refers to the one buying: A supplier is the company’s customer as the company deals with door trade only and doesn’t sell directly to the homeowners. The homeowners are the customers of the suppliers. For the sake of simplicity, we shall refer to homeowners as the customers herein.
Goods mean the goods (or any part of them) as set out in the Order. Order refers to the Customer’s (homeowner) order for the Goods, as set out in the Customer’s purchase order form, the Customer’s acceptance of the Supplier’s quotation, or overleaf, as the case may be. Specification means any specification for the Goods, including any related plans, drawings and special orders that are duly discussed and agreed in writing by the Customer and the Supplier.
The conditions begin to be applied from when an enquiry is made by a customer. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specifications are complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues an acceptance of the Order, at which point the Contract shall come into existence. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not outlined in the Contract.
Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. A mere quotation for the Goods given by the Supplier shall not constitute an offer. The quotation needs to be answered during the timeframe as mentioned by the supplier.
To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification.
The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
The Supplier shall ensure that:
- Each delivery of the Goods is accompanied by a note/ invoice which shows the date of the Order, all relevant Customer and Supplier references, the type and quantity of the Goods and any other essential information.
- if the Supplier requires the Customer to return any packaging materials to the Supplier, that is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection in the event as the Supplier shall reasonably request. The expense is to be discussed at the time of the return.
- The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
- Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
- The Supplier shall not be liable for any delay in delivery of the Goods that is caused by government restrictions or natural calamities or if the customer fails to provide accurate details. In the event that the customer fails to accept the delivery of goods, the supplier shall notify the customer and store the goods for up to 10 business days at extra costs to the customer. If the customer fails to accept even after 10 business days, it’s up to the supplier to deal/ resell the goods.
- In the rare event that the customer has paid for the goods in full or even a deposit and the supplier goes out of business, the company will look into the matters and do right by the customer. However, if the terms had been discussed with the supplier reaching out to the customer directly and the customer agreed to it, the company shall have no obligations towards the customers.
- The company refrains from using terms such as ‘recommended’ or ‘approved’ or ‘trusted’ suppliers as the company offers only advice in terms of a supplier near the customer and it’s up to the customer’s discretion to follow the advice and reach out to the supplier.
- The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the number of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
- The Supplier may choose to deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract and be duly discussed with the customer. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
On delivery by the supplier, the goods shall:
- Conform in all material respects with their description and any applicable Specification and be fit for fitting/ use;
- Be free from material defects in design, material and workmanship; and
- The Supplier warrants that all doors, door frames, glass and high security locking systems that comprise the Goods or part of the Goods shall for a period of 10 or 12 years as advertised on the supplier’s terms from the date of delivery. Even though the company offers a 12-year manufacturing guarantee, the customer’s guarantee lies with the supplier they have purchased the goods from.
- If any Goods or parts of goods are not manufactured by the Supplier, the Supplier will use reasonable endeavours to pass on to the Customer the benefit of any applicable manufacturer’s warranty, provided that the Supplier’s liability in respect of any such Goods or parts of the goods shall be limited to such amounts as the Supplier is able to recover from the relevant manufacturer.
- The Supplier shall have no liability to the Customer in respect of, any defect or deterioration that can be reasonably attributed to the adaptation or modification of the Goods or their combination with other goods not supplied by the Supplier.
- These Conditions shall also apply to any repaired or replacement Goods supplied by the Supplier.
LIABILITY & LIMITATIONS
- The risk in the Goods shall pass to the Customer on completion of delivery.
- Title to the Goods shall not pass to the Customer until the earlier of:
The Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
The Customer resells the Goods, in which case title to the Goods shall pass to the next Customer. It is upto the former customer to keep the goods in a decent condition against all risks as the supplier is no longer under any obligation.
- As stated, the company is under no obligation in the matters of dispute between a customer and a supplier, or a former customer and the one they resell the goods to. Discretion is thoroughly advised in all cases.
- A person who is not a party to the Contract shall not have any rights to enforce its terms.
The company shall not be held responsible for:
- Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- Fraud or fraudulent misrepresentation by the supplier or the customer;
- Any matter in respect of which it would be unlawful for the company to exclude or restrict liability.
In addition, the supplier won’t be responsible either in the case of:
- Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- Fraud or fraudulent misrepresentation by the customer;
- Any matter in respect of which it would be unlawful for the supplier to exclude or restrict liability.
The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
PRICE AND PAYMENT
- The price of the Goods shall be the price set out in the Supplier’s quotation or the Supplier’s written acceptance of the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
- The Supplier may, by giving reasonable notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
Any factor beyond the Supplier’s control (including any increases in labour, materials, manufacturing and other overhead costs);
Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
Any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
- The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
- The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
- The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery, or ask for an advance/ deposit.
- The Customer shall pay the invoice in full and in cleared funds usually within 15 days of the date of the invoice or such other terms as agreed from time to time. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment as agreed with the supplier is of the essence.
- If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate as discussed by the supplier. Such interest shall accrue on a regular basis from the due date until the actual payment of the overdue amount, whether before or after judgement, as deemed by the supplier’s terms and conditions. The Customer shall pay the interest together with the overdue amount.
- The Customer shall pay all amounts due under the Contract in full without any set-of, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- In the event that the customer fails to pay the amount within a reasonable period as deemed by the supplier, the supplier has the right to pursue the payment or seek legal advice.
- In the event that the supplier fails to pay the outstanding amount to the company, it’s up to the company’s discretion to seek legal advice and take action against the supplier.
TERMINATION AND SUSPENSION
If the Customer becomes subject to any of the events listed herein, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
- If any encumbrancer takes possession of or a receiver or a similar officer is appointed over any of the property or assets of the Customer, or if the Customer makes any voluntary arrangement with its creditors or becomes subject to liquidation, or if the customer has threatened the supplier
- If the Customer fails to pay any amount due under this Contract on the due date for payment.
Any outstanding payment shall be duly made in this case. Other terms which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- All the intellectual property rights (which includes the branding) created by the company shall remain the property of the company, though the supplier may use them for their own business purposes, giving the company due credits.
- Similarly, all intellectual property rights created by or on behalf of the Supplier in connection with the Contract shall be and remain the property of the Supplier and the Customer shall do everything necessary to ensure the Supplier has the benefit of this Clause.
- The Supplier grants to the Customer a non-exclusive, personal, royalty-free, non-transferable right and licence to use the Supplier Branding in connection with onward sales of the Goods by the Customer.
- The Customer shall make it clear in all correspondence and other materials that it is using the Supplier Branding under licence from the Supplier. All the Customer’s use of the Supplier Branding, and all goodwill arising from such use, shall be for the benefit of the Supplier and the Customer shall assign such goodwill to the Supplier promptly on request to do so.
- The Supplier may revoke the licence granted at any time at its sole discretion. Assignment and other dealings.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address, other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- A waiver of any right or remedy under the Contract or law is only effective if given in writing by the supplier or the company and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
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 Republic of Ireland, to which each party adheres to.