Telfords (Portlaoise) Ltd (The Company) TERMS AND CONDITIONS OF SALE 1.These terms and conditions shall govern all Contracts for the supply of sale goods (hereinafter called “the Goods”) by The Company to any other person or entity (hereinafter called “the Customer”) and shall prevail over any contrary or inconsistent terms or conditions contained in or referred to in the Customer’s Order or in correspondence or elsewhere and all or any conditions or stipulations contrary or inconsistent to these terms and conditions are hereby excluded and of no force or effect. No variation or purported variation of these terms and conditions shall have effect unless expressly agreed to in writing by the Company. No Employee of the Company has authority to vary or add to or depart from these terms and conditions or make any representation about the goods or the Contracts made hereunder. In these Terms and Conditions “Consumer” means a natural person who is acting for purposes which are wholly or mainly outside the person’s trade, business, craft or profession. 2. No order placed in response to a quotation will be binding unless accepted by the Company in writing. All such acceptances by the Company are strictly subject to availability of the goods ordered and, where appropriate, to the Company being able to obtain any necessary licences or permits for same and to such licences or permits remaining valid. 3. The prices of the goods shall be those ruling at the date of sale. Any Value Added Tax payable in respect of the goods supplied under these terms and conditions will be borne by the Customer. Any prices quoted by the Company for goods are provisional prices only and should there be any fluctuation between the prices quoted and the prices pertaining at the date of sale the prices pertaining at the date of sale shall be the prices payable by the Customer. 4. Where the Customer is a Consumer, before the Customer will be bound to pay any additional payments over and above the price of the goods and delivery charges, the Customer must give an express consent agreeing to such additional payments. 5. If the Company has agreed with the Customer to deliver any of the goods to the Customer, the times, if any, indicated for the commencement and completion of any deliveries are approximate times only and shall not form part of the contract or contracts or be binding upon the Company and the Company shall not be liable in any respect whatsoever for failure to supply or deliver some or all of the goods by such times, if any, indicated as aforesaid. Time of delivery is not in any circumstances of the essence of the contract/s. 5 (a) Where the Customer is a Consumer and the Company has agreed to dispatch any of the goods to the Customer the following provisions apply in regard to delivery of the goods if, but only if, the Company and the Customer have agreed a specific time (or times) for delivery of the goods by the Company to the Customer by transferring physical possession or control of the goods to the Customer: (i) If the Company does not deliver the goods at the time (or times) specifically agreed with the Customer or within such additional period of time or times as the Customer may allow for delivery of the goods aforesaid, then the Customer may treat the failure by the Company to deliver the goods as a breach of a condition of the Contract which entitles the Customer to repudiate the Contract but (ii) Where the Customer has made the Company aware that the agreed time or times for delivery of the goods is essential, or, where the time or times agreed for delivery of the goods is essential when taking into account all the relevant circumstances at the time of conclusion of the Contract, then failure by the Company to deliver the goods within the time or times specifically agreed will entitle the Customer to repudiate the Contract if he chooses to do so. (iii) If the Customer repudiates the Contract in accordance with conditions 5 (a)(i) and/or 5 (a)(ii), then the Company shall, without undue delay, reimburse all the sums paid under the Contract to the Customer. 6(a)Payment of any sums due to the Company for goods shall be made as follows: (i) on cash sales, at the point of sale and (ii) where the Customer has opened a credit account with the Company, strictly within 30 days from the date on which the goods are invoiced unless otherwise specified. (b) Non payment by the Customer of any sums due to the Company shall entitle the Company, without prejudice to any other rights it may have, to discontinue any further supplies and shall entitle the Company to withhold supply of the goods or any part thereof until all monies due by the Customer to the Company on whatever accounts are paid. (c) The Customer shall not be entitled to withhold payment of any sums due to the Company merely by reason of the fact that part only of a consignment of goods has been supplied. The Company shall be entitled to payment for such part or parts of such consignments of goods as have been supplied. (d) The Company shall not entertain any query in relation to the price of any goods on any invoices unless such query is (i) made bona fide and (ii) raised within 30 days of the date of the invoice, unless there is manifest error on such invoice/s. (e) Whether the Company discontinues supplies of goods where payment for some goods is overdue or decides to continue to supply goods where payment for some goods is overdue notwithstanding its entitlement to discontinue such supplies, the Customer shall pay to the Company late payment interest pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations, 2012 (Statutory Instrument 580 / 2012) on such overdue payments until such overdue payments, together with accrued interest, have been paid in full. Such interest shall be payable on demand and may be charged and added to the balance of overdue payments from time to time. A statement from the Company of the amount of late payment interest shall, in the absence of manifest error, be conclusive. These interest provisions do not apply where the Customer is a Consumer. (f) The Company reserves the right to apply any monies received from the Customer in discharge of the oldest invoice/s remaining unpaid at any time. (i) The Company may, at its discretion, supply goods by instalments. Where goods are supplied by instalments, each instalment shall be deemed to be the subject of a separate contract and the Company shall issue an invoice and the Customer shall pay for same as if each instalment constituted the performance by the Company of a separate contract. No default or failure by the Company in respect of any one or more instalments shall vitiate this agreement in respect of any goods previously supplied or in respect of any unsupplied goods. 7.Ownership of and title to goods supplied by the Company to the Customer shall remain in the Company until the goods have been paid for in full. Until all goods sold have been paid for in full, the Customer shall, as regards any goods it has received from the Company, (a) store such goods so as clearly to show them to be the property of the Company and shall keep such goods in their original state, in perfect order, repair and condition suitably stored and protected from weather and risk (b) hold such goods and all monies received from any sub-sales thereof (if any) as Bailee and Trustee respectively for the Company provided that nothing herein shall constitute the Customer the agent of the Company for the purpose of any such sub-sales, (c) if the Customer sells or disposes of any of the goods before paying for same the Customer shall in such case act on its own account and not as agent for the Company and shall hold all monies received from such sales or disposals in trust for the Company. 8.The Company shall be entitled to repossess any goods supplied to the Customer in respect of which payment is overdue and thereafter to keep, resell or otherwise dispose of same as the Company deem fit. For these purposes the Customer HEREBY GRANTS an irrevocable right, permission and licence to the Company, its servants and agents, to enter with or without vehicles on to any premises of the Customer where such goods are situated for the purpose of repossessing the said goods. The Customer further agrees and undertakes not to obstruct or in anyway to resist the Company in its efforts to repossess such goods either from the Customer’s premises or from any other premises at which such goods are situated. If the Company should exercise its rights pursuant to this sub-clause it and/or its agents will take reasonable care to avoid causing damage or inconvenience to the Customer and/or its property but the Company and/or its agents shall not be liable for any such damage or inconvenience caused notwithstanding. If demanded by the Company, the Customer agrees deliver up to the Company any goods not paid for when payment has fallen due howsoever that nothing in this clause shall confer any right upon the Customer to return any of the goods to the Company and the Company may maintain an action for the price of the goods or some or all of same notwithstanding that ownership of and title to the goods shall not have vested in the Customer. For the avoidance of any doubt on the Customer’s part, this Clause constitutes and is intended to constitute a Retention of Title Clause and is accepted by the Customer, without reservation, on the receipt of these terms of sale and/or the signing of the Company’s Credit Application Form (of which these terms of sale form part) by the Customer. 9. Notwithstanding that the title in the goods shall not pass to the Customer, except as is provided in Clause 7, the goods shall be at the risk of the Customer from the time of collection by the Customer or delivery to the Customer of such goods. Where the Customer is a Consumer and the Company dispatches the goods the goods remain at the Company’s risk until the Customer acquires physical possession of the goods. This does not apply, however, where the goods are delivered to any carrier who/which is not proposed by the Company and who/which is commissioned or engaged for the purpose by the Customer. In such case/cases, the goods are at the Customer’s risk upon delivery of them to such carrier. 10(a) Goods are not sold as fit for any particular purpose and the Customer alone is responsible for selecting goods which are suitable for the Customer’s purpose. (b) No warranty, guarantee, undertaking or assurance and/or representation whatsoever is given or made in regard to the fitness of any goods for any particular purpose or of the quality of any goods. (c) No liability whatsoever shall attach to the Company in relation to goods alleged to be damaged or defective unless such allegations are reported in writing to the Company within five working days of receipt of such goods by the Customer and facilities are immediately provided to the Company or its agent to inspect the said goods. If the Company or its agent, having inspected the said goods, agrees with the Customer that the goods are damaged or defective, normal wear and tear excluded, then provided such damage or defect is or was not caused by the Customer its servants, agents or employees, then the Company will accept return of the goods so damaged or defective and will issue a credit note to the Customer for replacement of same. (d) The Company’s liability for any claim, whether in contract, tort (including negligence) or otherwise for any loss, damage, inconvenience and/or costs arising out of or in connection with any goods shall in no case exceed the price paid by the Customer for such goods. (e) The Company shall not be liable for any loss of current or future profits, loss of opportunity or enterprise, special damages or any consequential loss, special loss, incidental loss, punitive loss or damage alleged or suffered by the Customer whether occasioned or alleged to have been occasioned by the negligence of the Company, its employees, servants and/or agents or otherwise. Howsoever that nothing in this clause or this agreement is intended to or shall have the effect of limiting, excluding, prejudicing or in any way adversely affecting the rights however arising of Consumers in the Republic of Ireland nor shall they operate to limit or exclude any statutory rights which cannot be legally limited or excluded, including any statutory rights of Consumers. Nothing in these terms and conditions shall exclude or limit the liability of the Company for death or personal injury resulting from the negligence of the Company or any of its employees, servants or agents. 11 (a) All deliveries of goods to the Customer shall be to a place as agreed in advance between the parties (hereinafter called “the delivery point”) and the Customer undertakes to ensure that the delivery point and access thereto shall in all respects be cleared and made ready for the delivery and receipt of the goods without undue difficulty and/or inconvenience and/or unacceptable risk to the goods and/or the Company, its servants, agents or employees. (b) If in the reasonable opinion of the Company and/or its delivery agent the delivery point and access thereto are not cleared and made ready for the receipt of any of the goods or pose or might pose an undue difficulty and/or inconvenience and/or an unacceptable risk to the Company, its servants, agents or employees, or to any of the goods to complete delivery, the Company expressly reserves the right to refuse to complete delivery of the goods or some or any of them. In such event the Company will arrange for the storage of such undelivered goods at cost to be borne by the Customer (except where the Customer is a Consumer) and the Company shall notify the Customer at the earliest reasonable opportunity as to where such goods are stored, the cost of storage and the cost for completion of delivery of the goods. (c) Goods are deemed to be supplied, and the Company is deemed to have properly performed its obligations under these terms and conditions, when the Company delivers the goods to the delivery point or, by agreement, when the Company makes the goods available for collection by the Customer or its agent or any carrier employed by the Customer (who shall solely be the Customer’s agent) at the Company’s premises. (d) The Company shall not deliver goods to any third party unless specifically requested in writing by the Customer so to do. (e) The Company reserves the right to charge for all deliveries of goods to the Customer. Where the Customer is a Consumer the costs of delivery, which are additional costs, will be expressly agreed with the Customer before any binding Contract will exist between the Customer and the Company. (f) Unless expressly agreed all deliveries of goods shall be completed during normal working hours meaning between the hours of 8.00am and 1.00pm and 2.00pm and 5.00pm, Monday to Friday (exclusive of any bank holidays and normal public holidays) and all collections of goods shall be during the Company’s business opening hours only. Notwithstanding, if the Company agrees to a special request by the Customer for delivery of goods outside of normal working hours such agreement is subject strictly to an additional delivery fee being agreed by the parties prior to completion of the delivery. (g) When the delivery by the Company and/or its delivery agent to the Customer is effected, a physical or digital signature is required. The Customer must complete a signed verification for the goods. (h) In the event of the Customer not being present to effect a signature a photograph of the delivery together with GPRS co-ordinates may be taken by the Company and/or its delivery agent in place of the physical and/or digital signature. (i) Non-Delivery or Shortages – Any claim for non-delivery of goods shall be notified to the Company within 14 days of the invoice. Any claim for shortages in a delivery shall be notified to the Company within 7 days of the invoice. 12. The Company shall not be liable to the Customer or to any third parties for failure or delay in performance of any of its obligations to the Customer where such failure or delay in performance results from the failure of the Customer to perform any of its obligations under this agreement or from any cause or causes beyond the control of the Company or beyond control of the Company’s suppliers including, but not limited to, war, sabotage, riot or other acts of civil disobedience, strikes, lock-outs, trade disputes or other trade disturbances, acts of God, acts of any Government, Government Agency or such like body, legal actions or restrictions, embargos, illness, accident, fire, explosion, flood, tempests, delays in delivery to the Company or by the Company’s suppliers, shortage of labour, fuel, raw materials or machinery, weather or any other force majeure and in the event of failure or delay in performance by the Company for any such cause the Company shall be entitled, without liability to the Customer or to any third parties, to cancel or vary the terms of this and any Contract with the Customer. 13. Without prejudice to any other rights which the Company may have, the Company shall be entitled to cancel any uncompleted orders and withhold or suspend supply of further goods and to demand payment forthwith of all sums due by the Customer to the Company and in any other way it deems appropriate and reasonable to vary its agreements with the Customer up to and including, where appropriate, termination of such agreements if the Customer (a) fails to comply with any of these terms and conditions and/or any payment or credit terms agreed between it and the Company are breached (b) commits an act of Bankruptcy or insolvency or engages a Personal Insolvency Practitioner in relation to its affairs and/or creditors or enters into a Personal Insolvency Arrangement or makes an arrangement or composition with its creditors or suffers any distress or execution to be levied against it (c) has a Receiver, Examiner, Administrator or Liquidator appointed to it (d) resolves or is ordered to be wound up or serves Notice of Intention to call a creditors’ meeting (e) acts in such a way as to cause damage to the Company’s business, goodwill or reputation or (f) without prior agreement with the Company, cancels a direct debit mandate in favour of the Company or if a cheque furnished by the Customer is returned unpaid to the Company. 14.This Contract shall be governed by and interpreted in accordance with the laws of the Republic of Ireland and the parties hereto irrevocably agree that the Courts of Ireland shall have exclusive jurisdiction to hear and determine any legal proceedings which may arise out of or in connection with these terms and conditions and any contracts between the parties hereunder. 15. If any goods are supplied with packaging designated by the Company as “returnable”, the Customer shall return such packaging, carriage paid and in perfect order and condition, to the Company within one month of supply of such goods to the Customer. This provision shall not apply where the Customer is a Consumer. 16. The Company will not be liable for loss or damage to goods or materials in transit in the Republic of Ireland or elsewhere. 17. Goods shall not be returned after supply without the Company’s prior agreement in writing and in any such event the Customer must prove to the satisfaction of the Company that the goods intended to be returned were in fact supplied by the Company. When the Company so agrees, except where the Customer is a Consumer, the Customer shall pay a re-stocking charge of 15% of the price of the goods. 18. If any one or more of these terms and conditions and/or any sub-clauses therein shall for any reason be held to be unenforceable, illegal or otherwise invalid, such unenforceability, illegality or invalidity shall not affect any other of these terms and conditions and these terms and conditions shall be read and construed as if such unenforceable, illegal or invalid provision(s) had never been contained herein. 19. The Company is a member of the Grafton Group PLC (hereafter called “the group”). When the Customer, being an individual, supplies personal data to the Company, the Company may process the personal data including sharing it with other companies within the group and any other relevant third party, but only in compliance with the following: General Data Protection Regulation (GDPR), the Data Protection Acts 1988 – 2018 (as amended) and The Privacy Policy of the Company (The Privacy Policy can be accessed at : https://telfords.ie/privacy-policy/ 20 All customers purchasing goods electronically on the [Company] website must be a minimum of 18 years. 20. For the purposes of Electronic transactions on the [Company] website the transaction is covered by the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995, 2000, 2013 and 2014 (the Unfair Terms Regulations) and the E-Commerce Act 2000.