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Terms and Conditions

1. Definitions

  1. In these within Terms and Conditions the “Company” means Kirby External Insulations Ltd trading as Clean Energy whose registered place of business is at Blackrath, Balitore, Co. Kildare, R14 PC43 and is a limited liability company incorporated in Ireland and is a company that trades, provides its Goods and/or services and operates its business under the name, Clean Energy Solar.
  2. References to Kirby External Insulations T/A Clean Energy Solar and/or “we” and/or “us” and/or “our” herein shall include and be deemed to include, amongst others, references to the Company and should the context so require, our subcontractors and permitted assigns as the case may be.
  3. The “Customer” means the person, entity or company to whom these Terms and Conditions apply to, described as such on the quotation, invoices, application for credit, work authorisation or any other forms to which these Terms and Conditions apply, and shall mean any person acting on behalf of with the authority of such person, entity or company in any capacity and/or as employee under a building contract.
  4. Subject to sub-clause 1.5 below, the “Goods” means the goods the subject of the order and as described on the quotation, invoices, sales or orders or any other forms as provided by the Company to the Customer.
  5. Where the contract is for the provision of service, the words “Goods” shall be read, where the context permits, as meaning the services which the Company has contracted to provide.
  6. “Price” shall mean the costs of the Goods and/or services as agreed between the Company and the Customer.
  7. “Site” means the location where the Company shall perform it services and/or deliver goods to and means any private or public property belonging to and/or under the control of the Customer upon which repairs/Retrofits to existing buildings and construction of New Builds is to take place.
  8. “New Builds” means buildings which are in the process of being newly built by the Customer. 
  9. “Retrofit” means buildings which are already in existence and in the process of being upgraded/ or extensions applied to by the Customer.

2. Formation of Contract

  1. In the Terms and Conditions, references to the singular shall include the plural and vice versa. Any reference to a statute or statutory provision includes a reference to it as from time to time amended, extended, or re-enacted. The headings in the Terms and Conditions are inserted for convenience only and do not affect its construction or interpretation. The expressions “include”, “includes”, “including”, “in particular” and similar expressions shall be construed without limitation.
  2. The Customer’s acceptance of and its continued and continuing acceptance of this Agreement is subject to the Terms and Conditions herein and it agrees, accepts, and acknowledges that it is signifying its agreement to be strictly bound by the Terms and Conditions. If the Customer does not read, or if it disagrees with any aspect of this Agreement and the Terms and Conditions, it should not enter into this Agreement with the Company. By entering into this Agreement, the Customer acknowledges that it has read, understood, and fully agrees to this Agreement and the Terms and Conditions and the Customer agrees to be strictly bound by the Terms and Conditions.
  3. Each of the paragraphs of the Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
  4. These Terms and Conditions shall form the basis of the contract between the Company and the Customer. Notwithstanding anything to the contrary in the Customer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by a person authorised to sign on behalf of the Company.
  5. No servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the condition of the Goods and/or provision of services, their fitness for any purpose or any other matter whatsoever.
  6. Unless otherwise expressly stated in writing, all quotations and estimates by the Company are invitations to treat. The Customer’s order is an offer, which offer will be accepted by the Company providing its acknowledgement of the order.
  7. The acceptance by the Customer of the quotation shall constitute acceptance by the Customer of these within Terms and Conditions.
  8. The Company will provide the Goods and/or Services at the request of any representative of the Customer, unless otherwise instructed in writing by the Customer.
  9. These general Terms and Conditions shall be subject to such further special conditions as may be prescribed in writing by the Company.
  10. In the event of any conflict, or apparent conflict, between the special conditions and these general Terms and Conditions, the special conditions shall prevail.
  11. These Terms and Conditions supersede all previous terms and conditions issued by the Company.

3. Changes to Terms and Conditions

Please note that our Terms and Conditions are available for review at any time. We advise the Customer to check our Terms and Conditions on an ongoing and regular basis, to familiarize itself with our Terms and Conditions (as amended from time to time) on an ongoing and regular basis and to ensure that the Customer at all times makes itself aware of any amendments, modifications and alterations that the Company makes to its Terms and Conditions.

  1. The Company may modify, amend, change, or terminate any of the Terms and Conditions and/or any service(s) offered and referred to herein and throughout at any time and without notice and without any liability to you or any third party.

4. Cancellation

  1. No cancellation or variation of the whole or any part of the order by the Customer is permitted, except where expressly agreed in writing by a person authorised to sign on behalf of the Company.
  2. Where the Goods are returned by the Customer without the Company’s consent, they will not be accepted for credit.

5. Quotation and Price

  1. All of the Company’s estimates and quotations are free and without obligation and constitute an invitation to treat as set out above in Clause 2.6.
  2. All prices quoted by the Company are zero VAT applied from 1 May 2023 in accordance with government legislation, unless otherwise advised.
  3. The Company has quoted the cost of performing a Solar PV System design, supply, installation and commissioning service that meets the requirements of the Customers project. Once the Customer has notified the Company that it wishes to proceed on foot of the quotation received, and the order has been accepted by the Company, it is understood that the Customer has accepted the within Terms and Conditions.
  4. In respect of a request to the Company to perform a service or repair, the Company can upon request provide a guidance service or repair quote based on the information received from the Customer. The Company shall be within its rights to revise its provisional quote based on new information coming available to the Company, either before or after attendance to complete a service or repair. The Company will endeavour to perform repairs to the best of its ability; however the Company cannot provide assurances of successful outcomes from any repairs performed and is not liable.
  5. The Company undertakes to carry out all works necessary to complete the work as required by the Sustainable Energy Authority of Ireland.
  6. Quoted prices are based on costs prevailing at the time when they are given or agreed with a Zero VAT rate applied from 1 May 2023 in accordance with government legislation, or otherwise advised. The Company shall be entitled to adjust the price of the Goods and/or Services as at the time of delivery by such amounts as may be necessary to cover any direct or indirect price increase(s) sustained by the Company after the date of the quotation or order in relation to the supply and/or delivery of the Goods and/ or Services.

6. Schedule of dates for installation

  1.  A schedule of dates for installation (the “Schedule”) shall be agreed between the Customer and the Company, the Company shall do all that is reasonable to meet the dates provided for in the Schedule. The Company also understands that there might be instances when a date for installation as set out and agreed in the Schedule cannot be met by the Customer, and the Company will require a minimum of 3 working days’ notice from the Customer if they cannot fulfil the Schedule. In the case of unforeseen circumstances, beyond reasonable control of the Company, the Company will contact the Customer and seek to agree an alternative date. In the case of unforeseen circumstances, beyond reasonable control of the Customer, the Customer must contact the Company and seek to agree an alternative date.
  2. The Company shall not be liable for any costs arising from not fulfilling the Schedule.
  3. The Company will carry out the whole of the work specified in the quotation at the price quoted during normal hours, which are between 7.30am and 5pm Monday to Friday.

7. Variations

  1. Any variations or additions requested by the Customer will be subject to an additional charge and if the Company is delayed or prevented from installing and/or commissioning by the agreed date/ Schedule due to delay or default on the part of the Customer, the Company may on written notice to the Customer add to the charges at a reasonable sum in respect of any additional costs incurred.

8. Performance of duties and access to Site

  1. The Customer shall ensure that the Company’s employees and/or agents are allowed to perform their duties in a safe manner and ensure that there shall be a safe means of accessing the Site and the Customer shall ensure that the Site shall have an appropriate and safe location of egress, appropriate security, welfare facilities provided and a safe working environment. In respect of New Builds where there may be limited services available and no furnishings and fittings, the Customer shall ensure that appropriate security is provided and that there are appropriate welfare facilities in line with Part 14 of Safety Health & Welfare at work (Construction) Regulations 2013 (the “Regulations”). In respect of Retrofits where the Customer may still occupy the house during works and have furnishings and fittings in-situ, the Customer will ensure the provision of welfare facilities in line with the Regulations are provided by the Customer and that there is very limited or no occupation of the Site during works and is responsible for the security of the Site.
  2.  The Customer shall ensure that the Company’s employees and/or agents can work within the Site without fear of hazards, for example and including but not limited to:
    • Fall from heights because of fall arrests not in place, or inadequate means of accessing various floors or building;
    • Poor housekeeping, including not limited to debris strewn around work areas and access prevented;
    • Hazards caused by other trades, i.e. chasing of walls or insulating of attics causing a poor working environment.
  3. The Company reserves the right to refuse to perform the agreed services in the event of any perceived or potential breach of Clause 8.1 and 8.2 and the Customer will be responsible for discharging the reasonable costs of the failed attendance, and shall be responsible for any loss arising to the Company from being prevented to adhere to the schedule.

9. Consents for installation and commissioning

  1. The Customer shall be solely responsible for, and at its own expense, obtain, provide or procure all necessary correct and required specifications, consents for the installation and commissioning, including building regulations and planning permissions, consents from neighbours and mortgagees or any other person with an interest in the premises/ Site whose consent is legally required to enable the Company to lawfully complete the installation and the Customer will enter into and provide any necessary additional documentation to give effect to the grant of such rights. The Customer warrants that it is the current occupier of the relevant premises/ Site and are the legal and beneficial owner of the premise/ Site and are over 18 years of age and legally entitled to enter this Agreement.

10. Warranties and Indemnities by Customer

  1. The Customer hereby represents warrants and undertakes to the Company that:
    • all information, representations and statements of fact given or made orally or in writing by or on behalf of the Customer to the Company, its servants or agents, in the course of the negotiation prior to the provision of the quotation and the conclusion of the Agreement was when given, has remained and will remain up to the termination of this Agreement, true, complete and accurate;
    • full disclosure has been made by the Customer to the Company of all information, representations and statements, including specifications, material to the provision of the quotation and the provision of Goods and/or Services;
    • the Customer agrees to notify the Company immediately of any alteration in the material, information, representations and statements of fact made by the Customer to the Company at any time.
  2. The Customer hereby agrees and undertakes to indemnify and keep indemnified the Company against all loss and damage whatsoever, including, but not limited to any award of damages or compensation, fine or other order made by any court or tribunal in favour of any third party together with all costs and expenses (including all legal costs and expenses) arising from breach of the representations and warranties and, without prejudice to the generality of the foregoing, arising from any incorrect, incomplete, unlawful, untrue or misleading materials, information and/or representations and/or statements of fact made by the Customer at or prior to entering into this Agreement.
  3. The Company may on occasion provide certain information and/or advice to the Customer in advance of it entering into this Agreement. Without prejudice to the foregoing and except as expressly set out in this Agreement, all warranties, whether express or implied relating to the provision by the Company of Goods/and or service(s) under this Agreement are excluded to the fullest extent permitted by law.
  4. The Customer agrees to defend, indemnify and hold the Company and (as applicable) its officers, directors, employees, agents, subcontractors, subsidiaries, affiliates and any of its third party service providers or other representatives harmless against any and all claims demands, losses, expenses, damages and costs, including legal costs, however arising, resulting from any violation or breach by the Customer of this Agreement and the Terms and Conditions or any claims made by or liabilities to any third party.

11. Company warranties

  1. The warranty for a Solar PV System and Ancillary Components will be covered by the manufacturers as agreed and set out in the quotation. The warranty only applies to the Solar PV System Components. All other works carried out by the Company (in respect of parts and labor) are guaranteed for 2 years and on a “Parts-only” basis which means that the Customer will be liable for all costs in respect of labor.

12. No liability for removal of flooring

  1. The Company accepts no liability for the removal of any carpets, linoleum and special types of flooring, e.g. Tongue and grooved, parquet, hard wood or tiled floors, in order to carry out the installation, except in circumstances where the Company has been negligent.
  2. The Company will take all reasonable care necessary to carry out the installation. However, the Customer accepts that the installation including removing or destroying of existing fixtures or fittings may cause damage to the Customers decorations and fittings in the home/premise/Site. The Company is not responsible for reasonable damage commensurate with the installation. It is anticipated that certain areas in the home/premise/ Site may need redecoration following completion of the Solar PV System installation. This is the sole responsibility of the Customer and is not included in the price quoted.

13. Standard of Service

  1. The warranty for a Solar PV System and Ancillary Components will be covered by the manufacturers as agreed and set out in the quotation. The warranty only applies to the Solar PV System Components. All other works carried out by the Company (in respect of parts and labour) are guaranteed for 2 years and on a “Parts-only” basis which means that the Customer will be liable for all costs in respect of labour.

14. Statutory Rights

  1. Nothing contemplated by these Terms and Conditions, services and or/ provision of Goods referred to herein and throughout, or by the service and/or services, and Goods that we provide, shall affect the Customers Statutory Rights as a consumer under Irish consumer legislation.

15. Non transferability

  1. This agreement is personal to the Customer and not transferable without written authority from the Company, without prejudice to clause 18.13.

16. Commissioning certificates

  1. Commissioning certificates will be prepared in accordance with Safe Electric and Sustainable Energy Authority of Ireland requirements. They will be presented in pdf format normally within 10 working days of receiving payment for the work completed. Exceptions should be allowed for, especially for circumstances outside the control of the Company.

17. Callbacks

  1. Should the Customer feel or believe that there is an issue with the work completed by or on behalf of the Company, then the Company will be very happy to return and rectify the work complained of at no cost. However, should the Company return to the Site for a call back, but the problem is unrelated to the work carried out by the Company, then its standard charges shall apply as follows:
    • €250 exclusive of VAT together with appropriate travels costs quantified in line with the current Revenue expense rates at the time.
    • The Company reserves the right to change this charge without notice.

18. Payments

  1. It is at the Company’s sole discretion to provide credit to certain trade customers, and credit should be sought from the Company using its credit application process and is subject to the Company’s Credit Terms and Conditions and the within Terms and Conditions.  Please contact the office to initiate this process.
  2. The Company reserves the right to refuse providing credit, and the Customer will (and by default) be a ”Cash Customer”.
  3. A Cash Customer shall make payment within 24 hours of completion of each phase of the works.
  4. In certain cases, the Company reserves the right to request an appropriate deposit, especially for any equipment which is not standard to the Company and needs to be purchased.
  5. Where an order includes “non-standard” items, these items will be non-refundable once the order is placed with the Company, and should the Customer cancel its order with the Company, the cost of any “non-standard” items shall still be payable in full. Nothing within this clause is to be construed as limiting Clause 4 in respect of Cancellations.
  6. Customers approved for certain credit terms shall pay for the Company’s services in accordance with those Credit Terms and Conditions. Failure to do so will result in a withdrawal of that facility. The Credit terms will automatically default to payment being required within a maximum of 30 days from the invoice date, and without any deductions and retentions.
  7. Payment is to be made (in full and in accordance with the payment schedule) by BACS (preferred) or by cash on the day or by Cheque or bank draft. Please advise when the cheque has been sent and with the invoice number written on the back of it. Cheques should be made payable to Clean Energy Solar(using the date of installation).
  8. For all projects where stage payment terms apply, payment MUST be paid with 7 days of each stage completion. Failure to do so will result in the instigation of legal proceedings without further notice to the Customer.
  9. In the event of any alleged minor defects, the Customer shall not be entitled to withhold more than 5% or €250 (whichever is greater) of the balance due.
  10. If the Company has accepted responsibility for the minor defect and has wilfully corrected the minor defect, any withheld amounts must be immediately paid in full.
  11. Where payments are not made up on the due date as per above clauses, the Company will charge daily interest on late payments at a rate of 8% above the base lending rate of Bank of Ireland. If the Customer makes payment and it is subsequently stopped, declined or returned by the bank for any reason, the Company will charge an administration cost of €30 in respect of each event of default and for each and subsequent payment reminder caused to be issued by the Company.
  12. The Customer will be sent an invoice for payment within three working days of installation completion.
  13. In the event that a builder, further to a building contract with its employer/homeowner, is not paid by the homeowner, the builder agrees to assign that part of the contract if so requested by the Company.

19. Title and Risk

  1. Risk in the Goods shall pass to the Customer when the Goods are delivered to the Customer and if any of the Goods are damaged or destroyed following delivery, but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods.
  2. Title in the Goods will not pass to the Customer but shall be retained by the Company pending payment in full of the price agreed. Until such time as title passes to the Customer, the Company shall have an absolute authority to re-take, sell or otherwise deal with or dispose of all or any part of the Goods in which title remains vested in the Company.
  3. The Company shall also be entitled to seek an injunctive relief to prevent the Customer from selling, transferring or otherwise disposing of the Goods.
  4. For the purposes specified above, the Company or any of their agents or authorised representatives shall be entitled at any reasonable time during normal working hours to enter without notice onto any premises/ Site where the Goods or any part of the Goods are installed, stored, or kept or are reasonably believed to be. The Company or any of their agents or authorised representatives shall be entitled unencumbered to remove any goods which have not been paid for.

20. Retention

  1. The Customer has no authority to apply a retention of monies, for any period.

21. Insurance

  1. All Company employees and agents are insured against loss or injury through their negligence.

22. Liability

  1. The Company shall not have any liability for any failure to perform its obligations under any quotation, invoice or order, if it is prevented from doing so by any cause reasonably beyond its control; including without limitation; adverse weather conditions, pandemics, illnesses, fire, accident or war, a failure or delay attributable to any electricity network, the act or omission of any party for whom the Company is not responsible.
  2. The Company will not be liable under this Agreement for any loss or damage caused by the Company or its employees or agents in circumstances where:
    • There is no breach of a duty of care owed to the Customer by the Company or by any of the Company’s employees or agents.
    • Such loss or damage is not a reasonably foreseeable result of any such breach.
    • There is an increase in loss or damage resulting from breach by the Customer of any term of this Agreement.
    • The Company does not exclude any liability for loss of or damage to property directly resulting from the Company’s breach of the Agreement, but the Company’s liability for such loss or damage shall be limited to those losses which are of a foreseeable consequence of the breach in respect of any one incident or series of incidents whether related or unrelated in any period of twenty-four months.
    • Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Agreement, for any consequential loss or damage (whether economic loss or loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employee or agents or otherwise) which arise out of or in connection with the supply of its services and or/ Goods, except where expressly provided for in these Terms and Conditions.  In any event the Company’s liability for actual damages from any cause whatsoever and however arising, will be limited to the greater of €1000.00 or the cost of the service supplied that caused the damage or that is the subject matter of, or directly related to, the cause of action.

23. Privacy Policy

  1. The Company respects and protects its Customers right to privacy in relation to their interactions with the Company. The Company has adopted policies to safeguard its Customers personal information and to protect its confidentiality. Any information which is provided by Customers to the Company will be treated in accordance with the terms of the Data Protection Acts 1988/2003/2018, GDPR 2016/679 and/or such amending or replacement legislation as may be adopted in Ireland from time to time.

24. Force Majeure

  1. The Company shall not be liable for any default due to any act of God, war, terrorism, inability to secure labour or materials/supplies, strike, lock-out, industrial action, plant breakdown, fire, flood, drought, storm or other event beyond its reasonable control and in such event the Company shall be entitled to treat the Agreement as being at an end.

25. Arbitration

  1. Other than a claim or proceedings for failure to pay the Company fee, price or charge (in whole or in part) due to the Company from the Customer, any dispute or difference arising between the parties hereto as to the construction of this Agreement, or as to any other matter or thing arising hereunder or in connection herewith which the parties cannot resolve within 10 days of such dispute having arisen (including but not limited to any counterclaim brought by the Customer against the Company in the course of proceedings instituted by the Company for failure to pay any fee or charge due from the Customer under this Agreement) will be referred to the decision of a single arbitrator appointed by agreement between the parties be agreed within 10 days or failing such agreement appointed by the President for the time being of the Law Society of Ireland. The Arbitration Act 2010 and any statutory amendment or re-enactment thereof will apply to such arbitration. Judgement on any award tendered may be entered in any court having jurisdiction. There shall be no right of appeal from the findings of the arbitrator save on a point of law.

26. General

  1. The Terms and Conditions govern this Agreement.
  2. No variation to this Agreement shall be binding on the Company unless agreed in writing between the Customer and an authorised representative of the Company, provided however that the Company, on notification to the Customer, is entitled to make changes to this Agreement, which have no material adverse effect on the Customer.
  3. The employees, agents and sub-contractors of the Company are not authorised to make any representation concerning the subject matter of this Agreement unless confirmed by the Company in writing. On entering into this Agreement, the Customer acknowledges that it does not rely on any representations and waives any claim for breach of any such representations, which are not so confirmed. The onus is on the Customer to verify the accuracy and/or appropriateness of such advice and to accept or reject accordingly. The Company accepts no liability whatsoever for any representation given by its employees, agents and/or sub-contractors.
  4. Unless otherwise agreed in writing, this Agreement cancels and supersedes all or any previous agreements between the Customer and the Company unless the parties agree in writing that an additional contract is required without prejudice to the original agreement.
  5. No right or remedy herein conferred upon or reserved to the Company is exclusive to any other right or remedy herein or by law or by equity provided or permitted.
  6. The Customer hereby waives all and any future claims and rights of set-off against any payments due hereunder and agrees to pay the charges of the Company regardless of any equity, set off or cross claim on the part of the Customer against the Company.
  7. No forbearance, indulgence or relaxation on the part of the Company shown or granted to the Customer in respect of any of the provisions of this Agreement shall in any way affect, diminish, restrict or prejudice the rights or powers of the Company under this Agreement or operate as or be deemed to be a waiver of any breach of this Agreement.
  8. The Company may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any manner with all or any of its rights or obligations under this Agreement.
  9. All notices, request, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made (a) if given or made by letter, two (2) business days after the relevant letter has been despatched by registered mail, postage prepaid; (b) if delivered by hand, at the time of delivery or (c) if given or made by email, or other electronic means of delivery, when transmitted and full transmission has been separately notified by telephone by the transmitting party.
  10. Any waiver of any provision of the Terms and Conditions must be in writing signed by the Company to be valid. Any waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of any provision in the future. If any court of competent jurisdiction finds any provision of the Terms and Conditions to be void or unenforceable for any reason, then such provision shall be ineffective to the extent of the court’s finding effecting the validity and enforceability of any remaining provision.
  11. If at any time any one or more of the provisions of this Agreement is or becomes invalid, illegal, or unenforceable in any respect under any law or regulation, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining provisions or the effectiveness of any of the remaining provisions of this Agreement under such law. If any provision of this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.
  12. This Agreement (as defined above) constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and except as expressly provided, supersedes all prior representations, writings, negotiations, or understandings with respect to that subject matter.
  13. No person who is not a party to this order shall have the right, to enforce any term of these Terms and Conditions.

27. Law

  1. This Agreement and the Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland and without prejudice to Clause 25, the Customer hereby agrees for the benefit of the Company and without prejudice to the right of the Company to take proceedings in relation to this Agreement and the Terms and Conditions before any court of competent jurisdiction, that courts of Ireland that the parties herby submit to the exclusive jurisdiction of the Irish Courts..

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