Terms & Conditions of Business

1. Definitions:
The term ‘Carlson’ means Carlson & Co Ltd.

The term ‘Buyer’ means the person, firm, agent or company whose order is accepted by Carlson.

The ‘Goods’ shall be the items supplied and/or fitted by Carlson in accordance with the agreed Order.

2. Quotations:
Quotations are valid for a period of 30 days from the date of issue, unless stated otherwise in the Quotation. Delivery dates or inference to delivery are for guidance purposes only and upon receipt of an acceptable Order, Carlson will agree with the Buyer a mutually acceptable delivery schedule.
Amendments after acceptance of the Order will not be acceptable without adjustment to the Price.

3.Acceptance of Order:

Carlson will only agree to supply Goods, after a completed and duly signed ‘Order Confirmation Sign-Off’ sheet has been received. Completion of an ‘Order Confirmation Sign-Off’ is deemed as acceptance of Carlson’s “Terms & Conditions of Business”. Changes to Orders cannot be made after an Order has been Confirmed and Signed-Off.

4. Specifications:

It is the responsibility of the Buyer to provide all necessary Specifications, Drawings, Designs and other information necessary to produce the Goods, in enough time to enable Carlson to meet any agreed delivery date or dates. A delay in the provision of such information may lead to a delay in delivery. The Buyer herby indemnifies Carlson in full against Costs, Expenses and/or Damages arising from such delay. The Buyer shall be responsible for ensuring that any Specifications, Drawings, Designs are correct and enough for the Buyer’s purpose. The Buyer will also indemnify Carlson against any Claims, Losses, Damages and Expenses awarded against Carlson for breach or infringement of any Copyright, Trademark or Intellectual Property Rights of any third party arising from the manufacture of the Goods as a result of the Specifications, Drawings and/or Designs supplied by the Buyer.

5. Design:
Where Carlson are responsible for the Design of the Goods, Carlson shall in performance of such Design exercise the reasonable skill and care to be expected of a competent professional designer, but Carlson shall not provide any liability to the Buyer in respect of the Design of the Goods, except in so far as they have failed to exercise such reasonable skill and care.

Carlson does not accept responsibility for the Design, Strength, Stability or Suitability including Tolerances, of the Sub-Structure to receive Carlson’s Goods nor any adverse effects caused to its work by Latent Defects, which may occur in Sub-Structure constructed by others.

As part of our on-going programme of Product Development, Carlson reserve the right to alter, Specifications, Details and/or Colours, without prior Notice.

6. Delivery:
Goods shall be delivered to the Buyer’s designated place or otherwise agreed site and the Goods will be considered delivered upon arrival prior to off-loading. Goods will be off-loaded, typically by mechanical arm, to the agreed area. Distribution around site or additional labour for off-loading, is not included. In the event of delays or errors in our product, Carlson does not accept liability for consequential Costs or Damages. Carlson’s liability is limited to the value of the item or items concerned or part thereof.
It is the Buyer’s responsibility, whilst inspecting the Goods, to notify Carlson in writing and by marking the Carriers Receipt with details of any damage or defects. If the Buyer fails to so notify Carlson of any damage or defects at the time, then no Claims will subsequently be accepted for damage or defect to the Goods.

7. Insurance:

The Risk in all Materials and Products which are both delivered to the Buyer’s site and intended to be incorporated in or form part of the work, shall pass to the Buyer upon delivery and the Buyer should insure accordingly.

8. Terms of Payment:
Standard Payment Terms are 50% Deposit at time of Order and Balance on Delivery (COD).
Where Credit Accounts apply and are approved by Carlson, then Payment is due 30 days from Date of Invoice.
Payment shall be of the essence of the Contract and no deductions can be made from the Invoices submitted, without the prior written approval of Carlson. The Payment must be made free of all deductions, withholdings, set offs etc.
If Payment is not made in full when due, then Carlson may, without prejudice to any other rights and remedies, suspend performance or delivery under this or any other Contract with the Buyer. Carlson shall be entitled to Interest on any Overdue Payments at a rate of 2% per month on the balance outstanding, until Payment has been received in full by Carlson.

9. Retention of Title:

Until Carlson has been paid in full for the Goods supplied and/or fitted to the Buyer including any Interest due on late payments, Carlson shall retain Legal and Beneficial Title in the Goods. The Ownership of the Goods will only pass to the Buyer when they have discharged all that is owing to Carlson, no matter on what grounds. Until the date of Payment of what the Buyer owes to Carlson, the Buyer shall keep the said Goods for Carlson, in their capacity as fiduciary and if required by Carlson, they shall store the Goods separately and in such a way that they are clearly recognisable as the property of Carlson, until Payment has been made in full. If Carlson so desires, the Buyer shall allow them to enter the Site and dismantle and remove Goods supplied, pursuant to the Contract and the Buyer herby grants to Carlson an irrevocable licence to enter upon the site or premises for this purpose. For the avoidance of doubt, the Retention of Title Clause of Carlson, shall always take precedence over other Contracts between Third Parties, to include the Main Contract between an Employer and a Contractor.

10. Warranties:
Subject to Payment in full for the Goods supplied, Carlson warrants the Goods for a period of 10 years in accordance with the Terms, Conditions and Exclusions, as detailed in our “Warranty Document”. Carlson reserves the right to repair or replace at our discretion, damaged or incorrect goods. For the avoidance of doubt, this does not affect your statutory rights.

11. Notices:
All communications between the Parties, as required by these Terms and Conditions, shall be by registered mail or delivered by hand to the other Party’s Registered Office or other office as may be notified from time to time. Notices shall be deemed to have been received 2 business days after posting if registered or by close of business on the day if hand delivered.

12. Termination:
If the Buyer does not pay any amounts due under the Contract or is otherwise in breach of any of the Terms of this Contract, then Carlson may serve notice on the Buyer specifying such failure or breach and requiring it to be remedied and if the Buyer fails to remedy the same within 7 days then the Contract will be terminated forthwith.
If the Buyer shall become Bankrupt or Insolvent or is unable to pay its debts or compounds with its Creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Buyer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver, Manager, Administrator or Examiner is appointed over all or any part of its assets or undertakings, Carlson shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to Carlson.
Upon Termination of the Contract the Buyer shall pay to Carlson the total amount properly due them for Goods supplied and for Goods in transit or in manufacture, up to the date of determination.
Such Payment shall not prejudice Carlson right to sue for and recover damages and/or loss and expense to which Carlson may additionally be entitled.

13. Patents, Trademarks & Intellectual Property Rights:
The Buyer shall indemnify Carlson against all Damages, Penalties, Costs and Expenses to which they may become liable as a result of work done in accordance with the Buyer’s Specification, which involves infringement of a Patent, Design or Copyright.
All Intellectual Property Rights in the Goods and Drawings and other Technical Information whatsoever which is submitted to the Buyer by Carlson in connection with the Contract, shall belong to Carlson and must not be copied or given to any third party without the express permission of Carlson. This extends without limitation to any Patents, Trademarks, Names, Copyright, Designs and the like.

14. Force Majeure:
Without prejudice to any other of these Conditions, Carlson shall not be liable to the Buyer or deemed to be in breach of Contract by reason of any delay arising from matters beyond its reasonable control, including but not limited to, War, Terrorism, Government Restrictions, Virus, Fire Flood, Storm, Explosion, Accident, Civil Disturbance, Shortage or Unavailability of Labour or Materials, Industrial Action or Transportation Delays.

15. Dispute Resolution:
In the event of a dispute arising under the Contract, either party may give notice in writing to the other party detailing the dispute and the remedy sought. Within 28 days of the issuing of such a notice, the parties will meet and use their best endeavours to settle the dispute between them.
In the event that the parties fail to resolve any dispute under the Terms set out above, either party may refer the matter to Independent Adjudication for a decision. A decision by the Adjudicator will be binding on both parties until a final resolve has been reached by a Court of law.

16. Severability:
In the event that any of the Terms, Conditions or Provisions of this Agreement shall be determined by any competent authority to be invalid or unenforceable to any extent, then such Term, Condition or Provision shall to that extent be severed from the remaining Terms, Conditions and Provisions of this Agreement which shall continue to be valid to the fullest extent permitted by Law.

17. Personal Data:

Disclosure of Personal Data:

Carlson do not sell or distribute any Personal Data to third parties for purposes of allowing them to market products and services to you or to others.  However, we may disclose your personal date to:

1. other Companies within our Group;
2. our Suppliers and any 3rd party Company who assists us with completing our Quotation and Ordering process
3. Law Enforcement Agencies or other third party Agencies, Companies and Organisations in connection with any investigation to help prevent unlawful activity, to protect our Rights, Property, or Safety, and those of our Clients, or others (including for the purposes of fraud protection) or to such entities in order to comply with any legal obligation.

 Retention of your Personal Data:

1. For Quotation purposes, Carlson will retain your Personal Data for a period of up to 2 years.
2. For Order purposes, Carlson will retain your Personal Data for a period of 10 years, in line with our Warranty Terms.

 Your Rights:

If you:

1. are concerned about how Personal Data is processed,
2. wish to obtain a copy of the Personal Data we hold about you,
3. wish to have the Personal Data we hold about you deleted or
4. wish to exercise your right to have inadequate Personal Data corrected

please do not hesitate to contact us at privacy@carlson.ie or in writing to the Data Protection Officer at Unit G11/G12 Calmount Park, Ballymount, Dublin, D12 F9P1.

We reserve the right to request you to provide additional information in order to enable us to identify your Personal Data and/or to verify your identity.

18. Governing Law:
These conditions and this Contract shall be subject to and construed in accordance with Irish Law and the Buyer agrees to submit to the jurisdiction of the Irish Law Courts. Any Terms and Conditions submitted or attached to the Buyer’s Order will not be effective and the above Terms and Conditions will prevail.

Updated: 01/06/2020

Carlson & Co Ltd
G11/ G12 Calmount Park,
Ballymount,
Dublin, D12 F9P1

IRELAND