These Terms set out the whole agreement betWeen YOU and Shanahan Power LImited (a company registered in Ireland with number 577130), having its registered office at Unit 3, Desmond Business Park, Newcastle West, Co Limerick, V42 YH11.
Please check that the details in the Terms or on any order are complete and accurate before You commit Yourself to the contract. If You think that there is a mistake, please make sure that You ask Us to confirm any changes in writing, as We only accept responsibility for statements and representations made in writing by our authorised employees and agents. Please ensure that You read and understand these Terms because You will be bound by the Terms once a contract comes into existence betWeen us.
The definitions in this clause apply in the terms and conditions set out in this document:
Goods: any goods sold to You;
Person: natural person, company, body corporate, club, society or incorporated association;
Terms: the terms and conditions set out in this document;
We/Our/Us: Shanahan Power Limited;
You: the Person at whose request or on whose behalf We undertake any business or provide advice, information or services;
Where any legislation or regulation is applicable to any business undertaken by Us or services provided by Us these Terms shall be read in conjunction with such legislation. Headings do not affect the interpretation of these terms. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
2. Application of these Terms
These Terms shall become binding on You and us when We accept an order from You, at which point a contract shall come into existence between us and such contract is contained within these Terms. We have the right to revise and amend these Terms from time to time. You will be subject to the policies and terms in force at the time that You place an order with us unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders You have previously placed that We have not yet fulfilled).
3. Price & Payment
The price of any Goods or services will be as set out in the quotation We provide to You or, if We have not provided a quotation or the quotation has expired, in our price list in force at the time We confirm Your order. Prices are liable to change at any time, but price changes will not affect orders that We have confirmed in writing. Prices include VAT. However, if the rate of VAT changes between the date of the order and the date of delivery, We will adjust the VAT You pay, unless You have already paid in full before the change in the rate of VAT takes effect. We will invoice You on receipt and acceptance of a valid order and payment will be due before delivery of Goods unless otherwise agreed with You. We will not commission any Goods until payments has been received in full. In relation to services, payment must be made within 30 days of the date of the invoice sent to You. Payment must be made without reduction or deferment on account of any claim, counterclaim or set-off. If payment is, by agreement, not made before delivery of Goods or performance of Services payment will be due within the agreed timeframe and if You do not make any payment due to us by the due date for payment We may charge interest to You on the overdue amount at a rate of 7 percentage points above the European Central Bank main refinancing rate then in force. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount. Without limiting any other remedies or rights that We may have, if You do not pay us on time, We may cancel or suspend any other outstanding orders until You have paid the outstanding amounts. Any quotation provided in advance does not include additional costs such as insurance, customs duties, port charges or payments to government bodies or agencies unless same are specifically noted on the quotation. A quotation is valid for 28 days from the date it is provided to You. Any quotation may be subject to reasonable additional charges in the event that the provision of services does not commence within 28 days of the date of the quotation, costs increase due to changes in currency values, fuel, taxation or toll charges, where the services actually required and performed differ from those requested at the time of quotation or where You change the nature of the services required. Without prejudice to Our rights under these Terms and the law generally, in the event that you seek to cancel any order after it has been accepted by Us restocking charges may be applied by the relevant manufacturer and You shall discharge same immediately upon notification of the charge by Us.
4. DELIVERY, Risk & Ownership
We reserve full liberty as to the means, route and procedure to be followed in the performance of any service provided in the course of business undertaken subject to these Terms. We retain full liberty to perform services required by You ourselves, or to subcontract on any terms whatsoever, the whole or any part of such services. We will take reasonable steps to meet the delivery date for the Goods as otherwise agreed between us. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let You know if We become aware of an unexpected delay and will arrange a new delivery date with You. If You or the person to whom the Goods are to be delivered fail to take delivery of Goods on the agreed or revised delivery date then, except where this failure is caused by our failure to comply with these Terms or by an event beyond Your control (a) We will store the Goods until delivery takes place and may charge You a reasonable sum to cover expenses and insurance; (b) We shall have no liability to You for late delivery. We have a general lien on all Goods and documents relating to Goods in Our possession, custody or control for all sums due at any time to Us from You and/or the Owner on any account whatsoever, whether relating to Goods belonging to, or services provided. Storage charges shall continue to accrue on any Goods detained under lien. We shall be entitled, on at least 28 days’ notice in writing to You or the Owner, to sell or dispose of or deal with Goods or documents as agent for, and at the expense of, You or the Owner and apply the proceeds in or towards the payment of such sums owed to Us. We shall, upon accounting to You or the Owner for any balance remaining after payment of any sum due to Us, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the Goods or documents. We shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by, or paid to, freight forwarders.
Risk of damage to or loss of Goods shall pass to You at the time of delivery to You, or if You fail to take delivery at the agreed time, the time when we tried to deliver. You will only own Goods once they have been successfully delivered and when we have received cleared payment in full.
5. Warranties and LIMITATION OF LIABILITY
Nothing in these Terms shall be deemed to be a warranty or condition within the meaning of section 39 of the Sale of Goods and Supply of Services Act 1980 and the application of that section 39 to these Terms is expressly excluded. You will have the benefit of any warranty provided by the manufacturer of the Goods ordered and We will not provide any further warranty or guarantee in relation to Goods or services. If We fail to comply with these Terms, We shall not be responsible for any losses that You suffer as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms. We shall not be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories: (a) loss of income or revenue; (b) loss of business; (c) loss of anticipated savings; (d) loss of data; or (e) any waste of time. We will not effect any individual policy of insurance on Your behalf for Goods except upon express instructions given in writing by You and accepted in writing by Us, and all insurances so effected by Us are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, We shall not be under any obligation to effect a separate insurance on Goods, but may declare it on any open or general policy held by Us. Insofar as We agree to effect insurance, in doing so We act solely as agent for You. Advice and information, in whatever form it may be given, is provided by Us for You only. You shall indemnify Us against all loss and damage suffered as a consequence of passing such advice or information on to any third party.
6. EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control including (without limitation) any act, event, non-occurrence, omission or accident beyond our reasonable control. In particular (without limitation) this applies to (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks. Our obligations under these Terms shall be suspended for the period that the Force Majeure Event continues, and We will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
We can transfer or novate all or any of our rights and obligations under these Terms to another organisation, but this will not affect Your rights under these Terms.
All notices sent by You to us must be sent to Us at the address set out at the head of these Terms and/or to [email protected]. We may give notice to You at either the e-mail or postal address You provide to us in Your order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
9. No waiver
If We fail, at any time while these Terms are in force, to insist that You perform any of Your obligations under these Terms, or if We do not exercise any of our rights or remedies under these Terms, that will not mean that We have waived such rights or remedies and will not mean that You do not have to comply with those obligations. If We do waive a default by You, that will not mean that We will automatically waive any subsequent default by You. No waiver by us of any of these Terms shall be effective unless We expressly say that it is a waiver and We tell You so in writing.
These Terms shall be governed by Irish law and We both agree to the jurisdiction of the Irish courts, such jurisdiction to be exclusive or non-exclusive at Our discretion.