Mason Technology Limited Terms of Supply
This website is provided by Mason Technology Limited which has its registered offices at 228, South Circular Road, Dublin 8, Ireland. The website is directed at businesses and, specifically, is not directed at general consumers, i.e. persons acting outside of their business, trade and/or profession.
1.1 Basis of Contract. These Terms and Conditions of Supply, as may be amended from time to time, comprise all the terms and conditions upon which the Company agrees to supply the Goods and/or Services to the Customer. The Order constitutes an offer by the Customer to purchase the Goods and/or the Services subject to and in accordance with these Terms and Conditions. The Customer is responsible for ensuring that the terms of each Order it submits are complete and accurate. Each Order shall be deemed to be a separate offer by the Customer to purchase the Goods and/or the Services, which the Company shall be free to accept or decline at its absolute discretion. The Company may issue an acknowledgement (which may be by email) of each Order. No Order shall bind the Company until the Company sends written confirmation of its acceptance of such Order to the Customer, save that in the event the Company does not send such written confirmation, or reject the Order, within 3 Business Days, the Order shall be deemed to be accepted by the Company, at which point the Contract shall come into existence.
1.2 Prevailing Terms. These Terms and Conditions shall prevail over, and apply to the Contract to the exclusion of, any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and no conduct of the Company shall constitute acceptance of any terms and conditions put forward by the Customer.
1.3 Samples and Descriptions. Any samples, drawings or advertising produced by the Company and any descriptions or illustrations contained in the Company’s brochures, websites or any other publications, videos or content produced for the sole purpose of giving an approximate idea of the Goods referred to in them shall not form part of the Contract nor have any contractual force.
1.4 Quotations. A quotation for the Goods and/or Services given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
1.5 Changes. The Company reserves the right to amend its standard Terms and Conditions of Supply at any time.
2. DEFINITIONS AND INTERPRETATION
“Business Day” means a day (other than a Saturday, Sunday or public holiday in Ireland) when banks in Dublin are open for business.
“Company” means Mason Technology Limited, a private company limited by shares registered in Ireland under company number 9087 and having its registered office address at 228 South Circular Road, Dublin 8, D08 DX8P, Ireland.
“Contract” means the contract between the Company and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Terms and Conditions.
“Customer” means the person or firm who purchases the Goods and/or Services from the Company. “Force Majeure Event” means an event or circumstance beyond a party’s reasonable control. “Goods” means the goods (or any part of them) set out in the Order.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, right to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order” means the Customer’s order for the Goods and/or Services, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Company’s quotation, or overleaf, as the case may be. “Services” means the services (or any part of them) set out in the Order.
“Specification” means the manufacturer’s specification for the respective Goods, including any related plans and drawings, which are made available for, or provided by the Company with, the Goods.
“Terms and Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 18.3.
2.2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.2.2 Any phrase introduced by the terms including, include, in particular or any other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.2.3 A reference to writing or written includes email but not faxes.
2.3 However, the Company and the Customer (together the “Parties” and each a “Party”) may expressly agree in writing by mutual consent and additional documents and/or terms and conditions shall form part of this agreement.
3. GOODS AND/OR SERVICES
3.1 The Goods are described in the Company’s catalogue as modified by any applicable Specification.
3.2 The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
3.4 The Company shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.5 The Company shall use all reasonable endeavours to meet any performance dates advised by the Company, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.6 The Company reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
3.7 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
4. PRICE AND PAYMENT
4.1 The price of the Goods and/or the Services shall be the price set out in the Order, as confirmed by the Company or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery. Any Customer-specific forms, questionnaires or other documentation that are reasonably required by the Customer in relation to the Order, may be chargeable even after the initial quotation or Order has been agreed and accepted. Whilst the Company understands a certain amount of documentation may be required, excessive requirements will be chargeable to, and paid by, the Customer.
4.2 The Company may, by giving notice to the Customer at any time 5 Business Days before delivery, increase the price of the Goods and/or the Services that is due to:
4.2.1 any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties.
4.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
4.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
4.3 The price of the Goods and/or Services excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice. Unless otherwise agreed by the Company all prices include the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
4.4 The Company may invoice the Customer for the Goods and/or Services on dispatch or at any time after the completion of delivery. The Company shall invoice 100% of the total Order on dispatch of the Goods, including all IQOQ/ Service elements associated with the Customer’s Order.
4.5 Where the Customer fails to schedule the IQOQ validation requested through the official purchase order within the instrument warranty period, a chargeable pre-installation inspection is required in advance of executing the IQOQ to determine; validity of customer approved protocols, software/firmware upgrade requirement, condition of the instrument, replacement parts required. IQOQ pricing will be requoted where the IQOQ has not been scheduled by the customer within 2 years of the purchase order being placed.
4.6 The Customer shall pay the invoice in full and in cleared funds within 30 Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Company. Time for payment is of the essence.
4.7 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Company reserves the right to charge, and the Customer will, upon demand, pay interest on a daily basis on the overdue amount at the rate of 4% per annum above EURIBOR’s base rate from time to time; and at the rate of 4% per annum at any time where the base rate is below 0. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay interest together with the overdue amount in such circumstances.
4.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
5.1 No Order may be cancelled or altered by the Customer except with the Company’s prior written agreement and upon terms and conditions acceptable to the Company. Cancellation of an Order prior to delivery of the Goods and/or Services may incur a fee to cover all reasonable costs incurred by the Company in relation to the cancelled Order. Unless otherwise agreed in writing by the Company, should the Customer cancel any Order, the Customer shall be liable for the reasonable costs of all work done and materials purchased or provided up to the time of cancellation. A standard restocking fee shall be applied by the Company at 15% of the Order value on Orders up to a value of €20,000 and 20% of the Order value on Orders exceeding €20,000 by way of liquidated damages. A higher cancellation fee maybe applicable dependent on the manufacturer cancellation/return policy. The Customer acknowledges that the amount of liquidated damages provided herein is fair and reasonable and represents on the basis of the information communicated by the Company to the Customer a fair and genuine pre-estimate of any resulting loss or expense of the Company. If Goods have been shipped to the Customer, and subject always to the Company’s discretion not to accept a cancellation by the Customer, the Customer shall return the Goods promptly, at the Customer’s sole expense, to the Company, in the same condition as shipped. Where as part of the Order, the Customer has ordered an IQOQ and cancels the IQOQ after receipt of the preapproval protocol IQOQ documentation, the Customer shall pay 50% of the cost of the IQOQ as set out in the Order for the IQOQ to cover the cost of the preapproval protocol IQOQ documentation. Where a scheduled service call is cancelled at short notice (within 48 hours), a cancellation fee may apply.
6.1 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
6.2 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).
6.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.4 Any dates quoted for delivery are approximate only, and the time for delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
6.5 If the Customer fails to take delivery of the Goods within 3 Business Days of the Goods being ready for dispatch, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
6.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the second Business Day after the day on which the Company notified the Customer that the Goods were ready; and
6.5.2 the Company shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
6.6 If 10 Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Company reserves the right at its discretion, to resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods when resold.
6.7 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.8 The Company may suspend or withhold delivery of the Goods and/or performance of the Services at any time in the event the Customer fails to pay on demand any invoice for any Order.
7. QUALITY AND PRODUCT WARRANTY
7.1 The Company warrants that on delivery, the Goods shall:
7.1.1 conform in all material respects with their description and any applicable Specification; and
7.1.2 be free from material defects in design, material and workmanship for a period of 12 months from date of delivery unless an extended warranty term is offered by the relevant manufacturer and the Customer shall only be entitled to the benefit thereof to the extent that the Company has the power to pass through the benefit of such manufacturer’s warranty to the Customer.
7.2 Subject to clause 7.3, if:
7.2.1 the Customer gives notice in writing to the Company of the defect before the expiration of the warranty period;
7.2.2 the Company is given a reasonable opportunity of examining such Goods; and
7.2.3 the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business,
the Company shall, at its option, repair the defective Goods without charge for parts and labour or replace the defective Goods.
7.3 The Company shall not be liable for the Goods’ failure to comply with clause 7.1 in any of the following events:
7.3.1 the Customer makes further use of such Goods after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because of the Customer or an agent of the Customer failing to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use, maintenance or calibration of the Goods or (if there are none) good trade practice regarding the same;
7.3.3 the defect is a result of the Company following any drawing, design or Specification supplied by the Customer;
7.3.4 the Customer alters or repairs such Goods without the written consent of the Company;
7.3.5 the defect arises as a result of fair wear and tear, abuse, wilful damage, negligence, accident, abnormal storage or working conditions or inappropriate site preparation;
7.3.6 the Goods differ from the Specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements;
7.3.7 the defect arises from the Customer’s (or an agent of the Customer) improper use of the Goods or connection to incompatible equipment;
7.3.8 the defect arises as a result of the relocation of the Goods or operation of the Goods outside the Specification of the Goods;
7.3.9 if the Goods have been modified or integrated with other Goods and the effect of such modification or integration increases the time or difficulty of repairing the Goods;
7.3.10 the defect arises as a result of operating the Goods under severe environmental conditions outside recommended guidelines.
7.4 Except as provided in this clause 7, the Company shall have no liability to the Customer in respect of Goods’ failure to comply with the warranty set out in clause 7.1.
7.5 The warranty set out in clause 7.1 is given by the Company with respect to the Goods in lieu of any other warranties, express or implied.
7.6 The Company disclaim any implied warranties of merchantability or fitness for a particular purpose.
7.7 The terms implied by the Sale of Goods and Supply of Services Act, 1980 are, to the fullest extent permitted by law, excluded from the Contract.
7.8 The Company’s responsibility to repair or replace defective Goods is the sole and exclusive remedy provided to the Customer for breach of the warranty set out in Clause 7.1.
7.9 These Terms and Conditions shall apply to any replacement Goods supplied by the Company.
7.10 For the avoidance of doubt, the Customer confirms that it enters into this agreement in the course of its business and not as a consumer.
7.11 The Company warrants that the Services will be provided to a professional standard and for a period of 90 days from date of repair of any defective Goods, any defective parts used in the repair of such Goods will be replaced by the Company at no charge.
8. SOFTWARE WARRANTY
8.1 To the extent the Goods and/or the Services comprise software, the Company warrants that the software shall perform in accordance with accompanying documentation under normal use for a period of ninety (90) days from the date of activation but no later than 6 months from date of delivery. The entire and exclusive liability and remedy for breach of this warranty shall be, at the Company’s option, either (a) issue a credit note for the price of the software, or (b) replacement of defective software and/or documentation provided the software and/or documentation is returned to the Company.
8.2 The Company disclaims the implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, system integration, and data accuracy.
8.3 The software is provided “as is” and the Company does not warrant or guarantee that the operation of the software will be uninterrupted, error-free, virus-free, or that the software will meet any criteria of performance, quality, accuracy, purpose, or need, except as expressly provided in the limited warranty set out in clause 8.1. This disclaimer of warranty constitutes an essential part of these Terms and Conditions. No use of the software is authorised hereunder except for the sole purpose of enabling the Customer to use the Goods and/or the Services in the ordinary course of its business and for the proper performance of this Contract. The Company and its licensors reserve all rights in the software.
8.4 In no event and under no legal theory, including without limitation, tort, contract, or strict products liability, shall the Company or any of its suppliers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any kind, including without limitation, damages for loss of goodwill, work stoppage, computer malfunction, or any other kind of commercial damage, even if the Company has been advised of the possibility of such damages.
8.5 In no event shall the Company’s liability for actual damages for any cause whatsoever, and regardless of the form of action, exceed the amount of the purchase price paid for the software license. The software is only compatible with certain computers and operating systems and is not warranted for non-compatible systems. The software may include or be bundled with other software programs licensed or sold by a licensor other than the Company and its suppliers. The Company does not warrant non-Company products. Any warranty service for the Company products is provided by the product licensor in accordance with the applicable licensor warranty. This warranty constitutes the entire understanding of the parties with respect to the subject matter of this warranty and merges all prior communications, representations, and agreements. This warranty may be modified only by a written agreement signed by the Parties. If any provision of this warranty is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
9. RETURN OF DAMAGED OR UNSUITABLE GOODS
9.1 No Goods may be returned to the Company without its prior written authorisation (which may be withheld in the sole discretion of the Company). Without prejudice to the Customer’s rights under clause 7 in respect of defective Goods, prior written authorisation of the Company to return damaged Goods must be requested within 3 days of delivery to the Customer and the return or replacement of such Goods will be at the discretion of the Company. Prior written authorisation to return Goods deemed unsuitable by the Customer must be requested within 3 days of the date of delivery to the Customer and the return or replacement of such Goods will be at the discretion of the Company. If the return of unsuitable Goods is approved, credit less a restocking fee of 15% of the Order value on Orders up to a value of €20,000 and 20% of the Order value on Orders exceeding €20,000 will be given for the Goods returned which are unused and in a re-saleable condition. A higher cancellation fee may be applicable dependent on the manufacturer cancellation/return policy and/or if a bespoke system has been designed to meet the Customers’ requirement.
9.2 Goods which the Company authorises for return must be returned to the Company at the Customer’s expense within 30 days of initial delivery. Damaged or unsuitable Goods must be returned in the original packaging supplied by the Company and the Company shall not be obliged to accept Goods not so returned.
10. TITLE AND RISK
10.1 The risk in the Goods shall pass to the Customer on completion of delivery.
10.2 Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company 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.
10.3 Until title to the Goods has passed to the Customer, the Customer shall:
10.3.1 store the Goods in such a manner that will not attract damage and remain in the same condition as delivered;
10.3.2 not remove, deface or obscure any identifying mark, documentation or packaging on or relating to the Goods;
10.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
10.3.4 notify the Company immediately if it becomes subject to any of the events listed in clause 11.1; and
10.3.5 give the Company such information relating to the Goods as the Company may require from time to time.
10.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1 then, without limiting any other right or remedy the Company may have:
10.4.1 the Company may at any time:
(a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
11.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.1.1 the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
11.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantial part of its business; or
11.1.4 the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 11.1.1 to clause 11.1.4, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
11.5 Termination of the Contract shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract:
12.1.1 the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and/or Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.1.2 the Customer shall return all of the materials supplied by the Company. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. LIMITATION OF LIABILITY
13.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 breach of the terms implied by the Sale of Goods and Supply of Services Act, 1980.
13.2 Subject to clause 13.1:
13.2.1 the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect, consequential, special, incidental or punitive loss or damages arising under or in connection with the Contract; and
13.2.2 the Company’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 a sum equal to the amount paid by the Customer to the Company in the preceding twelve months from the date that the liability arose.
14. FORCE MAJEURE
14.1 Neither Party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the Party not affected may terminate this Contract by giving 2 weeks’ written notice to the affected Party.
15. DATA PROTECTION
15.1 Both Parties shall comply with all applicable requirements of applicable privacy law and data protection legislation. Each Party agree to perform its legal obligations in relation to personal data in such a way as to not cause the other Party to breach any of their obligations under applicable privacy law and data protection legislation. This clause 15 does not relieve, remove or replace, a Party’s obligations under applicable privacy law and data protection legislation.
15.2 The Parties acknowledge that each Party is a controller of its personal data. To the extent that the provisions of these Conditions or the Contract will involve the processing of personal data by one Party on behalf of the other Party, the Parties agree to enter into an appropriate data processing agreement to agree and set out the scope, nature and purpose of the processing, the duration of the processing and the types of personal data and categories of data subjects concerned and to set out their respective rights and obligations in order to ensure such processing is carried out in a lawful, fair and transparent manner and otherwise in accordance with applicable privacy law and data protection legislation.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company and/or its licensors (the “Company IPR”).
16.2 The Company shall grant to the Customer or shall procure the direct grant to the Customer of, only to the extent necessary for the purposes of and duration of the Contract, a limited, non-exclusive, non-transferrable licence under the Company IPR to receive and use the Services for its internal business purposes and for no other purpose. The Customer shall not sub-licence, assign or otherwise transfer the rights granted in this clause 16.2.
16.3 The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Company for the duration of the Contract to the extent needed to provide the Services to the Customer.
17. WEEE DIRECTIVE
17.1 The Company shall accept returned Goods under the WEE Compliance Scheme, Article 19 (Alternative Financing Arrangement) of Statutory Instrument of EU Electrical Equipment Regulations 2014.
17.2 The Customer shall contact the Company at the end of the Goods useful life to dispose of the Goods, in accordance with the regulation. The Customer must ensure that the Goods are decommissioned, decontaminated and freely available for collection.
17.3 The Customer will bear the cost of the return and recycling of the Goods, which shall be separately quoted for by the Company on request.
18.1 Assignments and other dealings
18.1.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.1.2 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 Company.
18.2 Entire Agreement
18.2.1 This Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
18.3 Variation. Without prejudice to the Company’s right to amend its general Terms and Conditions of Supply at any time, no variation of this Contract for the Order shall be effective unless it is in writing and signed by the Parties (or their representatives).
18.4 Waiver. 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.
18.5 Severance. 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.
18.6.1 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 registered (or other similar recorded) post or other next working day delivery service, commercial courier, or email.
18.6.2 A notice or other communication shall be deemed to have been received, if delivered personally, when left at the address referred to in clause 18.6.1; if sent by pre-paid registered post (or other similar recorded) post or other next working day delivery service, at 09.00 a.m. 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 email, one Business Day after transmission.
18.6.3 The provision of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.7 Governing Law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Ireland.
18.8 Jurisdiction. Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
31 – Mar – 2023