Terms and Conditions

Ensen would like to apologise in advance for the formal and legalistic wording contained in our terms and conditions.  The profession which controls this aspect of life is however not inclined to polite discourse or draughting and we are placed in an invidious position.  We have used the smallest font possible in the hope that this will minimise the impact of said terms.

  1. Definitions and interpretation

    1. In these terms and conditions;
    2. “We” means ENSEN
    3. “Supplier” means ENSEN
    4. “Customer” means any person or persons who orders goods or services from the supplier (ENSEN).
    5. “Delivery” shall occur when the Goods are placed on transport or on site or in a warehouse or other location nominated by the Customer.
    6. “Goods” means the articles or items or services ordered or requested by the Customer from ENSEN
    7. “Order” means an acceptance of a quotation or the instruction or request to supply or deliver the Goods given by the Customer.
    8. “Price” shall mean the sum quoted on a quotation or where no sum is quoted the ENSEN list price prevailing at the date of delivery will apply and shall in all cases be exclusive of all taxes and other third party liabilities.  Price shall include agreed discounts. Any and all discounts will be agreed in writing.
    9. “Quotation” means the official quotation of ENSEN and all documents incorporated in it
    10. The “Order Acknowledgement Form” is that which is furnished to the Customer in writing by ENSEN confirming a Customer’s Order.
    11. “Last day of Changes” is that date stipulated in the Order Acknowledgement Form as the last date on which changes to the order will be accepted.
  2. General

    1. All Orders are subject to acceptance by ENSEN and these terms and conditions shall bind both parties immediately upon such acceptance.  ENSEN will furnish the Customer at their request in writing with an “Order Acknowledgement Form” confirming the Customer’s Order.
    2. All prices, sizes and specifications are subject to confirmation on ENSEN’s Order Acknowledgement Form, Customers should check all the details on this acknowledgement form and advise ENSEN immediately if any discrepancies exist  before the Last Day for Changes. ENSEN are not liable for any discrepancies which are notified after this date.
    3. ENSEN shall not be under any obligation to check or verify the accuracy of any plans and/or specifications supplied by or on behalf of the Customer. The Customer shall be liable for any loss arising directly or indirectly from any error or inaccuracy in such plans or specification. Where Goods are manufactured based on Customers’ designs and specification, no guarantee is given or implied as to the suitability for the purpose for which they are used.
    4. No amendment or variation of these conditions shall be valid except where same shall be supplied in in writing to the customer and signed by an authorised officer of the Supplier.
    5. Notwithstanding any previous correspondence, representations, warranties or other terms including those contained in any brochure, sales leaflets or otherwise between ENSEN and the Customer or other parties, it is agreed that the conditions of sale contained herein represent the sole and only terms and conditions of sale between the parties and all prior written or oral communications are to be regarded as superseded and not forming part of this contract.
    6. Any offer made by ENSEN to the Customer by way of Quotation shall remain valid for thirty days from the date of the said offer unless withdrawn in writing.
    7. The failure of either party to enforce any provision of these conditions of sale shall not be construed as implying a waiver of such provisions or of the right of that party to enforce it subsequently, and no time or other indulgence will be construed as creating or implying any variation to addition to the strict wording of the terms and conditions of sale.
    8. Any change in the legal status or control of ownership of the Customer must be notified immediately in writing to ENSEN.
    9. These conditions and the Quotation and Orders shall be subject to and construed in accordance with the laws of the Republic of Ireland.
    10. Any notice of written communication provided for in these conditions shall be sufficiently given if sent by prepaid ordinary post to the other party at the last known address of same and shall be conclusively deemed to have been given on the third business day following the date upon which the same was so sent.
    11. In the event that any provision or provisions of these conditions is or are illegal or otherwise ineffective the same shall be deemed severed from these conditions so that the remainder thereof shall continue to be effective.
    12. ENSEN requires adequate time, as determined by ENSEN, from receipt of full and final dimensioned project drawing, documents, details, specification to design, manufacture, order and receive  and deliver Goods and this must be taken into account by the Customer in relation to the end programme date.
    13. The Contract will be the specific scope of works and payment terms and conditions presented in the written quotation as supplied by ENSEN.
    14. All goods and services provided will be as per the scope of works and standard specification as presented in ENSEN’s quotation.  Where the customers’s requirements are outside of the scope of works, the requirement must be clearly agreed in writing prior to commencement of the contract.
    15. No work shall be conducted or goods provided other than as specified on the quotation unless agreed by ENSEN in writing.
    16. Should a price increase for material occur after date of signing of Contract or if completion is held up through no fault of ENSEN, right is reserved to increase the price, if necessary, to that provided for in the quotation.
    17. Variation of the Contract will be in writing and will be in the form of an update or revision of the quotation as supplied by ENSEN.
    18. ENSEN reserves the right to cancel any contract order or part thereof at any time by refunding all monies paid.
    19. No neglect or forbearance by ENSEN in the pursuit of payment of the amount due or to enforce its rights shall in any way affect the liability of the Purchaser under this Contract

  1. Quotations

    1. Quotations may be withdrawn by ENSEN at any time and if not withdrawn will automatically be void thirty days from the date of issue.

  1. Delivery

    1. Time will not be of the essence in delivery.
    2. ENSEN does not guarantee delivery at specific times or dates. Delivery times are by way of estimate only and ENSEN shall be under no liability whatsoever for the consequences of any delay in any Delivery however arising.
    3. ENSEN shall be entitled to deliver Goods in Installments.
    4. The risk in the goods passes to the Customer when the Goods are delivered to a site, warehouse or other location nominated by the customer or when loaded on board ship (Irish Port as appropriate) and ENSEN accepts no responsibility for any damage, shortage or loss in transit thereafter.
    5. The customer must immediately upon delivery, inspect the Goods and any defects or damage, shortage or loss in transit shall be notified to ENSEN in writing within two days by telephone or email and confirmed in writing to the carrier and to ENSEN. The carrier’s conditions in relation to claims for damage, shortage or loss in transit must be strictly complied with. If the carrier’s conditions are not strictly complied with, the Customer will indemnify ENSEN against any loss resulting therefrom.

  1. Payments, Currency & Interest

    1. Payment currency and terms of payment will be strictly as stated on the quotation provided for goods or services or on presentation of invoice where the quotation makes no specific reference to credit terms.
    2. Normal currency for payment will be he currency as stated on the Quotation, unless otherwise agreed, shall be EURO
    3. Normal terms of payment will as stated on the Quotation, unless otherwise agreed in writing
    4. Any variation on on currency or payment terms will be subject to agreement in writing by ENSEN
    5. ENSEN shall be entitled to charge for VAT payable whether or not this has been included on the quotation.
    6. Value Added Tax which will be charged at the appropriate rate as dictated by the prevailing guidelines from the Irish Revenue Commissioners.
    7. Where the quotation stipulates payment by installment, no further work can be undertaken by Ensen and its subcontractors until full payment has been received in full for each installment.
    8. If the Customer cancels the Order the Customer shall Indemnify ENSEN against all losses and expenses incurred by ENSEN whether such losses and expenses arise directly or indirectly from the cancellation and including but not limited to all losses of profit and contribution to overheads.
    9. Invoices unpaid within 30 days of their due date are subject to interest as allowed for within the conditions and provisions of the Prompt Payments of Accounts Acts 1997, and its revisions and successors.

  1. Retention of Title

    1. The risk in the Goods shall pass from ENSEN to the Customer upon Delivery of such Goods to the Customer.
    2. Notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Customer until ENSEN has received in cleared funds, payment in full for all Goods delivered to the Customer under this and all other contracts between ENSEN and the Customer. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between ENSEN or and the Customer under which the Goods were delivered.
    3. The Customer grants to ENSEN irrevocable authority and licence to enter up on the premises of or in the occupation of the Customer for the purpose of repossessing Goods where payment in respect thereof or in respect of any other monies due by the Customer to ENSEN has not been received.

  1. Liabilities

    1. All terms, conditions, warranties, guaranties, undertakings or representations, whatsoever, whether expressed or implied by statute, common law or otherwise arising from conduct, or a prevailing course of dealings, or trade, or Custom, or usage, or agree, or offered orally, or in correspondence or otherwise howsoever are hereby excluded save as expressly provided for herein or such as are implied by Sections 12, 13, 14 and 15 of the Sales of Goods Act 1893, as amended by the Sales of Goods and Supply of Services Act 1980 and which ENSEN is thereunder precluded from excluding.
    2. For trade only transactions:  The Customer agrees that he is not “dealing as consumer” as defined in section 3 of the Sales of Goods and Supply of Services Act 1980 in relation to the purchase of the Goods. ENSEN hereby excludes the terms implied under the provisions of Section 13, 14, and 15 of the Sales of Goods Act 1893 as amended by the Sales of Goods and Supply of Services Act 1980 and the Customer agrees that such exclusion is fair and reasonable. Nothing in this sub-paragraph shall affect the rights to any Customer found to be “dealing as consumer” by any court of law or arbitrator.
    3. The Customer consents that it has entered into these conditions of sale freely.

  1. Warranties

    1. Any guarantee is subject to the contract price being paid within the terms and conditions presented in the Ensen quotation
    2. Subject to the conditions specified in 8.3 and 8.4, ENSEN warrants that the Goods will correspond with the specification provided for in the Quotation and will be free from defects in materials and workmanship.
    3. Ancillary supply items have manufacturers guarantees passed on.
    4. ENSEN shall be under no liability under warranty:
      1. in respect of any defects arising from any drawing, design or specification supplied by the Customer;
      2. in respect of any defect arising from normal wear and tear, willful damage, negligence, installation or failure to properly maintain by the Customer.
    5. Liability for defective Goods or workmanship shall be limited to the replacement value of those Goods or that workmanship. No liability shall attach to ENSEN for any consequential loss, whether direct or indirect.
    6. It is a condition precedent to any liability of ENSEN that:
      1. All Goods are stored in a dry place, properly stacked, slightly raised from the ground and adequately protected from the weather;
      2. All products are installed correctly in accordance with normal trade practices and adequately maintained in service.
    7. The customer must immediately upon delivery, inspect the Goods and any defects or damage, shortage or loss in transit shall be noted by him on the delivery docket.  Furthermore, the Customer shall within two days of delivery taking place give notice in writing to ENSEN of any matter or thing by reason whereof the Customer alleges that the Goods are not in accordance with the Quotation and time shall be of the essence in this respect. ENSEN shall have no liability to the Customer if such notice is not given.
    8. When the Goods are ordered by reference to size and colour such Order shall be subject to reasonable commercial variation and no complaints shall be made by the Customer if the Goods supplied correspond with the Order within the limits of reasonable trade practices.
    9. If the defects are not such as is or should have been by noticed by inspection of the Goods the Customer shall notify ENSEN of any alleged defects in the Goods within three days of same coming to the knowledge of the Customer or within seven days of the date of delivery whichever shall be the earlier. ENSEN shall have no liability to the Customer in the event that no notice is given.

  1. Responsibilities of the Customer.

    1. It is the Customer’s responsibility to obtain any local authority approval or permission which may be required to carry out any works which they order.
    2. The Customer shall provide safe access to their property as is necessary to allow ENSEN and/or their subcontractors to carry out any works and/or services the Customer orders and will also provide all utilities (electricity, water etc.) necessary to facilitate such works.
    3. The Customer shall supply any fuel and/or energy needed to test and commission all systems. Where fuel and/or energy is not available at the time of commissioning the customer may incur additional charges to commission or test the installation at a later date.
    4. It is the Customer’s responsibility to make sure the sketches of designs and specification lists, are those required by the Customer.
    5. The Customer shall permit ENSEN workers and contractors to have access to their premises at reasonable times to enable the work specified to be carried out and completed.
    6. The Customer shall provide payment for all works in full and on time as per the terms presented in the quotation.

  1. Rights of ENSEN

    1. If the Customer shall make any default in or commit any breach of his obligations to ENSEN, or shall commit any act of bankruptcy, or being a limited company enters into liquidation whether compulsory (except liquidation for the purpose of reconstruction) or has a receiver appointed over his assets or any part thereof ENSEN may without notice determine the order without prejudice to any other claim or right and ENSEN may also stop any goods under the order and the customer shall, at the request of ENSEN, return any goods delivered forthwith.

  1. Third Party Rights

    1. None of the provisions of this agreement are intended to or will operate to confer any benefit on a person who is not named as party to this agreement.

  1. Force Majeure

    1. If the fulfillment of the order by ENSEN is at any time prevented, hindered, interfered with or prejudiced by an act of God, war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war commotion, rebellion revolution, insurrection or military or usurped power, by any state, rules, regulations, orders for requisitions issued by any Government, Council or other duly constituted authority or by official or unofficial strikes, lockout, go slows, shortage of labour, damage or breakdown of plant, shortage or delay of transport, stress of weather, fire, riot or other cause (weather or not of like nature) beyond the reasonable control of ENSEN, ENSEN shall be at liberty to suspend deliveries or to cancel the unfulfilled part of the order in whole or part and shall have no liability to the customer arising from such cancellation.

  1. Data Protection

    1. ENSEN reserves the right to retain on file Customer information. This information is for the internal use of ENSEN only and will not be supplied to outside parties except in the enforcement of this contract.