1. These Terms and Conditions (Clauses 1 to 37) apply in respect of each and every set of transactions with Mainline Utilities Group Ltd. T/a Mainline Group, or any of its subsidiaries or associated companies (“the Company”), with their Client (“the Client”) in respect of Services or Products, and shall prevail over and apply to the exclusion of any inconsistent terms or conditions contained or referred to in the Client’s instructions or elsewhere or implied by trade or custom of practice or cause of dealing unless specifically agreed in writing by a director of the Company.
2. The Client will remain bound by these Terms and Conditions throughout the entirety of its relationship with the Company.
3. The Client will instruct the Company to provide a service or product. Where the Client has set up a regular cycle of activity this will be deemed to be sufficient authorisation for the Company and will only be deemed to be terminated by due notice from the Company or the Client within the terms of these Terms and Conditions.
4. The Company shall carry out and provide the service or product with due diligence and in a good and workmanlike manner using good quality and suitable materials so as to meet any performance specifications or other requirements as previously agreed.
5. Time shall not be of the essence in the undertaking by the Company of any of the instructions received from the Client.
6. If the Client receives any information which has or may have any bearing on the provision of the Service or Product, the Client shall pass such information on to the Company immediately together with any instructions for further action the Client wishes the Company to take.
7. The Company will make available previously agreed regular reports in relation to the Service or Product, as appropriate. It will be the Client’s responsibility to request such reports.
8. All instructions from the Client must be lawful, and are to be delivered in writing or such other provable method of communication. Such instructions may take the form of a letter or be sent by facsimile transmission or be sent by email or by any other agreed electronic means to the Company. Instructions may at the sole discretion of the Company, be accepted by the Company over the telephone in case of urgency but no responsibility will be accepted by the Company for faults, mistakes or misunderstandings arising from those instructions. All telephone instructions should be confirmed in writing by the Client as soon as possible. The Client is solely responsible for the fullness and accuracy of the instructions.
9. Instructions shall be deemed to be accepted as soon as the Company is instructed in accordance with Clause 13 above. All instructions are accepted by the Company subject to these Terms and Conditions unless otherwise agreed in writing.
10. The Company reserves the right to amend or vary these Terms and Conditions, and in particular the fee rates from time to time but any such amendments/variations shall only have effect upon notification to the Client.
11. No advertising literature or correspondence shall be deemed to be a variation of these Terms and Conditions. In the event of there being any inconsistency between these Terms and Conditions and any other document produced by the Company these Terms and Conditions shall prevail.
WARRANTY OF AUTHORITY
12. Any employee, agent or representative of the Client who gives instructions to the Company shall be deemed to have full authority to do so and shall be deemed to be duly authorised by the Client notwithstanding any actual defect in or want of authority.
13. The Client agrees that any of its employees, agents or representatives who contact the Company shall have authority to give instructions to the Company and the Client giving such instructions commits to pay fees in full on completion of the product delivery or provision of the relevant service, within the payment terms.
RESERVATION AND LIMITATION OF LIABILITY
14. The Company shall not be liable in anyway whatsoever whether in contract, in tort, in misrepresentation or otherwise for consequential or other loss, damage or injury however caused which may arise out of or in connection with the supply of the service of product.
15. Except where otherwise specifically agreed in writing by the Company, this document contains all terms agreed between the Company and the Client, and supersedes any prior written or oral agreement between them and the parties confirm they have not entered into this agreement on the basis of any representations that are not expressly incorporated in this agreement. All representations, warranties or other terms implied by common law statute or otherwise are expressly excluded to the fullest
extent permitted by law.
16. The Company has only limited storage facilities. Accordingly, upon the conclusion of any matter the Company reserves the right to destroy all records and documents, whether the property of the Client or not after a period of three months from the file being closed. The Company will have no liability for any loss arising out of any such destruction. At any time before the expiry of this three month period the Company will, upon receipt of a written request from the Client return the Client’s documents at the Client’s expense.
17. The Company shall not under any circumstances be liable for any consequential loss or loss of profits or income on the part of the Client or any third party.
18. The Company shall have no liability to the Client for any loss, delay or costs relating to or arising out of incomplete or inaccurate instructions.
19. The Company shall be entitled to receive fees calculated in accordance with the relevant schedule or fee structure or service rate chart provided by the Company to the Client.
20. The Client shall be responsible for and shall indemnify the Company against all costs and fees incurred by the Company on its behalf from the time it receives the Client’s instructions until such time as it is notified by the Client that no further action is required. Any such notification from the client must be made in writing. In addition the Company has the right to charge any storage charges in respect of any products held where monies are overdue to the Company.
21. All Company fees charges and other costs and expenses incurred on the ‘Client’s’ behalf are exclusive of VAT which shall be payable at the prevailing rate in accordance with legislation from time to time in force.
22. As stated it is be clearly understood ownership of the Product of Service will not pass to the Client until all monies are paid in full including any Interest or Storage Charges. Therefore, all invoices, bills and other fees and expenses invoiced by the Company to the Client shall be paid promptly and in any event no later than 7 days from their respective dates. If payment is not made within this period the Company may refuse to take further action either on a particular matter or generally and the Company shall be entitled to charge interest and compensation including storage costs on all overdue accounts from the end of such 7 day period under the terms of the Late Payment in Commercial Transactions Regulations 2002.
23. In the event that it becomes necessary to commence legal proceedings for the recovery of the Company’s or a third party’s outstanding costs a further administration fee of up to €500 plus VAT will become immediately due and payable from the Client to the Company. This fee may be waived at the sole discretion of the Company in writing.
24. The Company will be entitled to submit an invoice for its work or fees:
a. upon provision of the service or product;
b. upon termination of the instructions in accordance with these Terms and Conditions by either the Client or the Company.
25. The Company shall be entitled to deduct from all sums received on behalf of the Client by the Company or its agents all costs, fees, and other properly incurred expenses due and owing from the Client to the Company relating to that particular matter and or generally. Any remaining balance will be dispatched to the Client at the earliest opportunity in accordance with these Terms and Conditions. In the circumstances of termination by the Client before an individual instruction has reached natural conclusion the Company shall be entitled to submit charges to the Client for the sum that would be due upon full recovery and successful conclusion of the instruction. The Company may at its discretion offset any monies due from the Client against any product or service in the possession of the Company.
ENGAGEMENT OF THIRD PARTIES
26. The Company may, with the written or verbal consent of the Client, engage a third party to carry out specific tasks on behalf of the Client whenever circumstances are such that the services of such a third party are considered necessary or desirable by the Company. This will be chargeable to the Client.
27. Any monies recovered on behalf of the Client will be paid into an agreed bank account, or the Companies Clients or Number Two bank account. Any bank charges levied against the Company i.e. bank charges arising out of foreign currency transactions may be chargeable by the Company to the Client.
28. All papers, documents, correspondence, trade secrets or other confidential information imparted to the Company by the Client in the course of instruction or whilst the Company provides services or products under the terms of this agreement shall remain confidential to the Client except where it is necessary to disclose the same to another party engaged by the Company on behalf of the Client or except as otherwise provided for by these Terms and Conditions or where the Company is bound to disclose the same under compulsion of law. The Client accepts that the Company may, unless otherwise instructed by the Client in writing, include the Clients details on its Client list. The Client List will be viewed by potential Clients and will only contain the Client’s Company name.
29. Until all Invoices are paid all materials service or products remain the property of the Company. Upon the failure by the Client to pay fees when due, the Company shall retain ownership and right to access, without notice, of the materials service or product and shall be entitled to recover monies without notice or at the option of the company to offset any materials product or service in its possession against amounts due from the Client in the event the Client is unable to pay all sums due in full including all charges including cost of recovery and interest.
30. The relationship between the Company and the Client may be terminated forthwith by the Company at any time by notice to the Client but in particular on the occurrence of any of the following events:
(i). Upon the Client becoming insolvent, having an administrator or receiver appointed in respect of its affairs, or a bankruptcy order issued or if the Client makes any composition or arrangement with its creditors.
(ii). Upon the Client failing to discharge any outstanding account owed to the Company.
(iii). Upon the Client failing to respond within a reasonable time to a request on the part of the Company for further information or instructions.
(iv). In the event of a breach of any of these Terms and Conditions by the Client.
31. The Client may terminate instructions on either a particular matter or generally at any time upon giving to the Company 7 day’s notice in writing.
32. Upon termination the Company shall be entitled to invoice the Client for all outstanding amounts calculated in accordance with these Terms and Conditions and such amounts together with any amounts due to third parties will be immediately due and payable.
33. If any provision of this agreement is prohibited by law or judged by the Court to be unlawful, void or unenforceable, then the relevant provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of the agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.
34. The headings used for these Terms and Conditions are for convenience only and shall not affect the construction of this Agreement.
35. Any and all disputes arising under or in connection with the service or product shall be determined by reference to arbitration, subject to the agreement of both the parties.
(i) The party seeking arbitration shall serve on the other party a notice in writing clearly headed “Notice to Refer”.
(ii) The IEI Arbitration Procedure 2000, as amended, shall apply to arbitrations commenced pursuant to the subcontract Order or these terms and conditions.
(iii) The arbitrator shall be a person appointed by agreement of the parties. If the parties fail to appoint an arbitrator within 28 days of either party serving on the other party a notice headed “Notice to Refer”, the dispute shall be referred for selection of an arbitrator to the President for the time being of the Institution of Civil Engineers, unless specified to the contrary in the sub-contract order. (iv) Any reference to arbitration under this clause shall be deemed to be within the meaning of the Arbitration Acts 1954-1998, as amended, or any statutory re-enactment or amendment thereof for the time being in force.
(v) No arbitration proceedings are to be commenced (unless the Company decides otherwise in writing) until after the date of the certificate of final completion of the Principal Works.
OFFERS TO ENGAGE OR EMPLOY
36. The Client or any subsidiary or associated company of the Client shall not seek to employ (directly or indirectly) any of the employees of the Company without the written permission of the Company
37. This Agreement shall be governed by the Laws of the country in which the Client is based / registered.