These Sales Terms apply to contracts for our products and/or services where one of our representatives has met you in person and provided you with a quote for the relevant products and/or services. If you wish to order products and/or services through our website, over the telephone or by email without first meeting one of our representatives these terms also apply.

1.              INTERPRETATION

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1           Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.

Contract: the contract between ECOsolution Windows Doors and More and the Customer for the supply of Services in accordance with these Conditions and the Specification.

Control: shall be as defined Sections 7 and 8 of the Companies Act, 2014, and the expression change of Control shall be construed accordingly.

Customer: the person or firm who purchases Services from ECOsolution.

Customer Default: has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in the Order produced by ECOsolution for the Customer.

ECOsolution Materials: has the meaning set out in clause 4.1(h).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for Services as set out in the Customer’s purchase order form.

Services: the services, including the Deliverables, supplied by ECOsolution to the Customer as set out in the Specification.

Specification/Quotation: the description or specification of the Services provided in writing by ECOsolution to the Customer to include the cost of the Services to the Customer and such other commercial terms as ECOsolution deems necessary to include.

Working Days: means any day on which ECOsolution are engaged to provide Services to the Customer being any day from Monday to Sunday including bank holidays and public holidays.

1.2           A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.3           Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4           A reference to writing or written includes faxes and emails.

2.              BASIS OF CONTRACT

2.1           The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2           The Order shall only be deemed to be accepted when ECOsolution issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3           Any descriptive matter or advertising issued by ECOsolution, and any descriptions or illustrations contained in ECOsolution’s catalogues, brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4           These Conditions and the Specification 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. For the avoidance of doubt, by dealing with ECOsolution and placing an Order, the Customer unequivocally and absolutely submits solely to ECOsolution’s Conditions and undertakes that they/it shall not dispute the applicability of ECOsolution’s Conditions which shall always prevail.

2.5           Any Quotation given by ECOsolution shall not constitute an offer and is only valid as per the date that appears on the Quotation.

2.6           A Quotation given by ECOsolution to a Customer shall include the whole of an item/task/Service and ECOsolution is not obliged to, and shall not, provide an itemized list of components, parts, products or prices etc. included in the Quotation.

3.              SUPPLY OF SERVICES

3.1           ECOsolution shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2           ECOsolution shall use all reasonable endeavours to meet any performance dates specified by ECOsolution, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3           ECOsolution reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and ECOsolution shall notify the Customer in advance in any such event.

3.4           ECOsolution warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5           ECOsolution shall provide maintenance in respect of the Services for a period of one year from the date the Services are complete, as may be notified by ECOsolution.

3.6           ECOsolution sources, utilises and/or incorporates, and the Customer understands and accepts that ECOsolution sources, utilises and/or incorporates, certain products and materials from third party manufacturers and other separate entities (Third Party Materials) in the completion of its Services and/or fulfilment of Customer Orders. ECOsolution does not, will not and shall not, and the Customer understands and accepts that ECOsolution does not, will not and shall not, under any circumstance, provide any warranties, guarantees or any other such assurance as to the quality, durability, merchantability, fitness for purpose or otherwise of such Third Party Materials. For the avoidance of doubt, ECOsolution shall have no liability, and expressly excludes any liability, in contract, tort or otherwise, for the Third Party Materials.

4.              CUSTOMER’S OBLIGATIONS

4.1           The Customer shall:

(a)        ensure that the terms of the Order are complete and accurate;

(b)        co-operate with ECOsolution in all matters relating to the Services;

(c)        provide ECOsolution, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by ECOsolution;

(d)        provide ECOsolution with such information and materials as ECOsolution  may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e)        prepare the Customer’s premises for the supply of the Services;

(f)         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;

(g)        comply with all applicable laws, including health and safety laws; and

(h)        keep all materials, equipment, documents and other property of ECOsolution (ECOsolution  Materials) at the Customer’s premises in safe custody at its own risk, maintain the ECOsolution  Materials in good condition until returned to ECOsolution and not dispose of or use ECOsolution  Materials other than in accordance with ECOsolution’s written instructions or authorisation.

4.2           If ECOsolution’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)        without limiting or affecting any other right or remedy available to ECOsolution, ECOsolution  shall 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 in each case to the extent the Customer Default prevents or delays ECOsolution’s performance of any of its obligations;

(b)        ECOsolution shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from ECOsolution’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c)        the Customer shall reimburse ECOsolution on written demand for any costs or losses sustained or incurred by ECOsolution arising directly or indirectly from the Customer Default.

5.              CHARGES AND PAYMENT

5.1`      The Charges for the Services shall be calculated on a time, rate, and materials basis as per the Quotation provided by ECOsolution to the Customer. ECOsolution shall have the option to increase the amount appearing on the Quotation on the basis of an increase or change in the Services as determined by ECOsolution in its sole discretion.

5.2       ECOsolution reserves the right to rectify any error on a Quotation or Order as to Charges, costs, outlay or any other such figure or item where, for example, an error as to pricing occurs and ECOsolution shall not be obliged to carry out the Services or complete an Order where there is an error reflected in the Charge(s) or to do so for the Charge(s) stated in error.

5.3       In the event that the Customer requests that ECOsolution undertakes design work for the provision of the Services (such engagement to be  determined by ECOsolution in its sole discretion) (the “Design Work”), the Customer shall be liable to discharge the design fee as outlined by ECOsolution to the Customer (the “Design Fee”) regardless of whether the Customer wishes to progress matters beyond the completion of the Design Work.

5.4       ECOsolution shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom ECOsolution engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by ECOsolution for the performance of the Services, and for the cost of any materials not limited to the ECOsolution Materials.

5.5       ECOsolution shall invoice the Customer fortnightly in arrears.

5.6       The Customer acknowledges that ECOsolution is required to engage the services of, and incur expenses to, third parties in accepting Customer Orders and providing the Services and as such, ECOsolution shall be entitled to request a payment in advance of up to 100% of the Quotation total before commencing work. Customers will be notified in writing of the required advance payment attributed to their Order.

5.7       The Customer shall pay each invoice submitted by ECOsolution:

(a)        on the date of the invoice; and

(b)        in full and in cleared funds to a bank account nominated in writing by ECOsolution, and

 time for payment shall be of the essence of the Contract.

5.8       All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by ECOsolution to the Customer, the Customer shall, on receipt of a valid VAT invoice from ECOsolution, pay to Ecsolution such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.9       If the Customer fails to make a payment due to ECOsolution under the Contract by the due date, then, without limiting ECOsolution’s remedies under Clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.9 will accrue each day at 4% a year above the Central Bank of Ireland’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.10   All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.11       ECOsolution provides a limited warranty (Warranty) in respect of products/materials only as follows:

a)    ECOsolutions shall provide the products and materials for the completion of the Services free from damage.

Products or materials damaged in transit or damaged during the installation process will only be replaced under Warranty (Warranty Claim). In order for a Customer to make a valid Warranty Claim, the Customer shall have paid, or shall pay, the full Quotation in cleared funds to ECOsolution.

6.              INTELLECTUAL PROPERTY RIGHTS

6.1           All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by ECOsolution.

6.2           On receipt of all amounts payable, ECOsolution grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

6.3           The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 6.2.

6.4           The Customer grants ECOsolution a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to ECOsolution for the purpose of providing the Services to the Customer.

7.              LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1           ECOsolution shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)        loss of profits;

(b)        loss of sales or business;

(c)        loss of agreements or contracts;

(d)        loss of anticipated savings;

(e)        loss of use or corruption of software, data or information;

(f)         loss of damage to goodwill;

(g)        any indirect or consequential loss;

(h)        any claim made against ECOsolution by a third party for death, personal injury or damage to property arising out of, or in connection with, the supply of the Services or the supply of the Services by its employees, agents or subcontractors;

(i)          loss as a result of a breach of any third party’s Intellectual Property Rights.

7.2           Subject to clause 7.1, ECOsolution’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 1% of the total Charges paid under the Contract.

7.3           The terms implied by the Sale of Goods and Supply of Services Act 1980 (as amended) are, to the fullest extent permitted by law, excluded from the Contract and in any event, shall not apply to a Customer who is not a consumer within the meaning of the Sale of Goods and Supply of Services Act 1980 (as amended).

7.4           This clause 7 shall survive termination of the Contract.

8.              TERMINATION

8.1           The Customer can withdraw or cancel an Order, up until the Order has been finally confirmed and payment has been made to ECOsolution. All ECOsolution windows and doors are made to order and Third Party Materials are purchased specifically to fulfil each unique Customer Order. Therefore, it is not possible to withdraw or cancel an Order after the Order has been confirmed, payment has been received and production or the Customer’s customised Order has been initiated. The Customer is always welcome to contact the ECOsolution expert team directly on 01 482 5885  or email to info@ECOsolution.ie to discuss a specific Order.

8.2           If the Customer requires ECOsolution to begin work on an Order during the statutory 14 day cancellation period provided for under S.I. No. 484/2013 – European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (Cooling Off Period), then and in that event, the Customer must make an express request to this effect to ECOsolution in writing, notifying ECOsolution of the Customer’s satisfaction to waive their rights under the Cooling Off Period and shall send an email to the following email address with the following subject line:

Email:             info@ECOsolution.ie

Subject:          Formal Written Waiver of Cooling Off Period – [CUSTOMER NAME]

8.3           ECOsolution may terminate the Contract by giving the other party one months’ written notice.

8.4           Without affecting any other right or remedy available to it, ECOsolution may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)        the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so. The meaning of “material breach” to be determined by ECOsolution acting in its sole discretion;

(b)        the Customer takes any step or action in connection with its entering administration, examinership, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), bankruptcy or having a receiver appointed to any of its assets or ceasing to carry on business;

(c)        the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)        the Customer’s financial position deteriorates to such an extent that in ECOsolution’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.5           Without affecting any other right or remedy available to it, ECOsolution may (at its discretion) terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment or there is a change of Control of the Customer.

8.6           Without affecting any other right or remedy available to it, ECOsolution  may suspend the supply of Services under the Contract or any other contract between the Customer and ECOsolution if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 8.4 (b) to clause 8.4(d) or ECOsolution reasonably believes that the Customer is about to become subject to any of them.

8.7           ECOsolution Orders are tailored and produced for individual Customer Orders, and therefore cannot be cancelled or returned once an Order, including payment, has been received by ECOsolution. However, if an Order does not materially meet the specifications as outlined in the Order and as determined by ECOsolution, then and in that event, it may be possible to return the products in exchange for the corrected product as outlined in the Order.

9.              CONSEQUENCES OF TERMINATION

9.1           On termination of the Contract:

(a)        the Customer shall immediately pay to ECOsolution all of ECOsolution’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, ECOsolution  shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)        by the Customer for any of the reasons detailed at Clause 8.2, the Customer shall immediately pay, in addition to the amounts detailed at clause 9.1 (a), an additional penalty payment of 30% of the amounts billed by ECOsolution under the Contract up to and including the termination date (determined by ECOsolution in its sole discretion);  

(c)        the Customer shall return all of the ECOsolution Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then ECOsolution may enter the Customer’s premises and take possession of them. Until the ECOsolution Materials have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

9.2           Subject to clause 7.1, termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.3           Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10.           GENERAL

10.1        Force majeure. Force Majeure shall mean any governmental regulations, fire, flood, pandemic (including COVID-19), war or any disaster affecting or delaying the performance by a party of its obligations. The Customer acknowledges the particular issues and difficulties attributed to any epidemic or pandemic, including governmental measures designed to, inter alia, reduce or prohibit gatherings or congregations of any number of individuals (the “Pandemic Measures”), whether in a work space or otherwise, and further acknowledges that in order for ECOsolution to complete an Order or provide the Services, it is necessary for ECOsolution and/or its employees, agents or other such persons to physically enter a Customer’s premises to complete same. The Customer accepts that, upon the introduction by the Government or governmental bodies, of any Pandemic Measures or similar measures (to include any policies or measures introduced in respect of (reduced, rationed, curfewed or otherwise) use of gas, electricity, water or otherwise) (the “Governmental Measures”), ECOsolution is required to adhere to the requisite advice and measures and therefore reserves the right, without penalty, to rearrange, amend, alter or otherwise postpone the Services or an Order until such time as it is no longer unduly affected by the Governmental Measures, to be confirmed in ECOsolution’s sole discretion. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the party seeking to rely on it, or of that party’s agents or employees. ECOsolution shall not in any circumstances be liable to the other party for any loss of any kind whatsoever directly or indirectly incurred by the other party by reason of any failure or delay in the performance of ECOsolution’s obligations which is due to Force Majeure. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event. If the Customer shall become aware of, or allege, circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify ECOsolution by the most expeditious method then available and shall inform ECOsolution of the period which it is estimated that such failure or delay shall continue, and it shall be for ECOsolution in its sole discretion to determine whether Force Majeure has occurred.

10.2        Assignment and other dealings.

(a)        ECOsolution may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b)        The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of ECOsolution.

10.3        Confidentiality.

(a)        Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or otherwise of the other party, except as permitted by clause 10.3(b).

(b)        Each party may disclose the other party’s confidential information:

(i)         to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)        Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.4        Entire agreement.

(a)        The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)        Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

(c)        Nothing in this clause shall limit or exclude any liability for fraud.

10.5        Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6        Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7        Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

10.8        Notices.

(a)        Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Contract.

(b)        Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 11.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, 1 hour after dispatch.

(c)        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9        Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Ireland

10.10     Jurisdiction. Without prejudice to ECOsolution’s entitlement to pursue the Customer in any jurisdiction, each party irrevocably agrees that the courts of Ireland shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.