Terms & Conditions
Terms and conditions for the supply of goods and services
Pools and Leisure Products: Goods manufactured or supplied by the Company and/or affixed with the Company’s branding.
Company: Pools and Leisure (Ire) Ltd registered in Northern Ireland company number
or Jim Hodges and Ashley Mc Kinley trading as Pools and Leisure (Ireland)
Conditions: these terms and conditions as amended from time to time
Contract: the contract between the Company and the Customer for the supply of Goods and/or
Services in accordance with these Conditions.
Customer or Client: the person or firm who purchases the Goods and/or Services from the
Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Goods: the goods (or any part of them) set out in the Order be they Pools & Leisure Products and/or Third Party Products.
BASIS OF CONTRACT
The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Company issues (at its complete discretion) written acceptance of the Order at which point and on which date the Contract shall come into existence.
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods contained in the Company’s catalogues , brochures or websites are issued or published 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.
These Conditions 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.
Any quotation given by the Company shall not constitute an offer and may be withdrawn at any time and shall in any event lapse on the date 30 days from the date of issue unless specified otherwise in writing.
The Goods are as described in the Company’s pricelists,brochures and on its website.
The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
TITLE AND RISK
The risk in the Goods shall pass to the Customer on completion of delivery. Until title to the Goods has passed to the Customer, the Customer shall:
1. hold the Goods on a fiduciary basis as the Company’s bailee;
2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods
4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
5. notify the Company immediately if it becomes subject to any of the events listed in clause
6. give the Company such information relating to the Goods as the Company may require from time to time,
7. any other goods that the Company has supplied to the Customer in respect of which payment has become due.
but the Customer may resell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds properly stored, protected and insured.
The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness the goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without
prejudice to any other rights or remedies of the Company) become immediately due and payable. The Customer shall inform any sub-purchaser that the goods are sold subject to a retention of title clause and impose a clause in similar terms to the sub-purchaser providing the same rights as in this clause. The Customer accepts the right of the Company to receive payment for the goods direct
from the sub-purchaser.
If before title to the Goods passes to the Customer the Customer becomes insolvent or if an order is made or a resolution is passed for the winding up of the Customer (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Customer’s assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, 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.
The Customer shall:
1. ensure that the Order is complete and accurate;
2. co-operate with the Company in all matters relating to the Services
3. provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services
4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start
6. keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written
instructions or authorisation; and
If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
1. the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;
2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations
3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default
CHARGES AND PAYMENT GOODS
The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Company’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods and any credit or debit card charges levied by the issuer of the credit or debit card used to pay for the Goods, which costs and charges shall be paid by the Customer when it pays for the Goods.
Subject to any special terms agreed in writing between the Company and the Customer, payment for the Goods shall be made in cash net with order, and delivery shall not be made until payment has been received in full by the Company.
All prices shown on the Company’s price list or any prices quoted by the Company are subject to variation without prior notice in the event of any increase in the cost to the Company which is due to any factor beyond its reasonable control.
Prices quoted are exclusive of VAT which is chargeable at the current rate and the Customer shall additionally be liable to pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
Any grant of credit must be agreed in advance in writing by an authorised representative of the
Company. Full payment is then due by the Due Date
The Company has the right to withdraw credit at any time by giving written notice to the Customer in which case all amounts due to the Company from the Customer shall become immediately due and payable.
The Customer shall pay each invoice submitted by the Company in full and in cleared funds to a bank account nominated in writing by the Company. Time for payment shall be the essence of the Contract
Without limiting any other right or remedy of the Company, if the Customer fails to make any payment due to the Company under the Contract by the Due Date, the Company shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Bank’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.
The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
Any fees associated with payment, including but not limited to bank charges, are for the account of the Customer.
Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland.
Warranty: All goods and services unless otherwise agreed in wrting will be subject to the terms of the manufacturers warranty and shall be exclusively for parts or replacement product only.The Company unless otherwise agreed will charge for labour for replacing or installing any parts unless it is agreed by both parties that a issue of workmanship on the part of the company is applicable