1. Definitions

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

The ‘Goods’ shall be the items supplied by NOVUS 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 only and upon receipt of an acceptable order NOVUS 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
NOVUS will only agree to supply goods after a completed and duly signed ‘order sign off’ sheet has been received. Completion of an order sign off sheet is deemed as acceptance of NOVUS’s standard conditions of sale and delivery. Changes to orders cannot be made when an order has been confirmed and signed off.

4. Specifications

It is the responsibility of the buyer to provide any necessary specifications, drawings, designs and other information necessary for the production of the goods in sufficient time to enable NOVUS 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 NOVUS in full against costs, expenses or damages arising from such delay. The buyer shall be responsible for ensuring that any specifications, drawings designs and the like are correct and sufficient for the buyer’s purpose. The buyer will also indemnify NOVUS against any claims, loss, damages and expenses awarded against NOVUS 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 or designs supplied by the buyer.

5. Design

Where NOVUS are responsible for the design of the goods, NOVUS shall in performance of such design exercise the reasonable skill and care to be expected of a competent professional designer, but NOVUS shall not have 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.

NOVUS does not accept responsibility for the design, strength, stability or suitability including tolerances of the sub-structure to receive NOVUS’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 we reserve the right to alter, specifications, details 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 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 NOVUS does not accept liability for consequential costs or damages. NOVUS 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 NOVUS in writing and by marking the carriers receipt with details of any damage or defects. If the buyer fails to so notify NOVUS 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, 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 NOVUS. The payment must be made free of all deductions, withholdings, set-offs etc.

If payment is not made in full when due, then NOVUS may, without prejudice to any other rights and remedies, suspend performance or delivery under this or any other contract with the buyer. NOVUS 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 NOVUS.

9. Retention of Title

Until NOVUS has been paid in full for the goods supplied to the buyer including any interest payable on late payments NOVUS shall retain legal and beneficial title in the goods. The ownership of the goods will only pass to the buyer when they have met all that is owing to NOVUS no matter on what grounds. Until the date of payment of what the buyer owes NOVUS, the buyer shall keep the goods in question for NOVUS in the capacity of fiduciary owner and if required by NOVUS shall store the goods separately and in such a way that they are clearly recognisable as the property of NOVUS until payment has been made in full. If NOVUS so desires they shall be allowed to enter the site and dismantle and remove goods supplied pursuant to the contract and the buyer herby grants to NOVUS an irrevocable licence to enter upon the site or premises for this purpose. For the avoidance of Doubt, the Retention of Title Clause of NOVUS, shall take precedence, at all times, 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, NOVUS warrants the goods for a period of 10 years in accordance with the terms, conditions and exclusions as detailed in our warranty sheet. NOVUS reserves the right to repair or replace at our discretion, damaged or incorrect goods. 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 NOVUS 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 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, NOVUS 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 NOVUS.

Upon termination of the contract the buyer shall pay to NOVUS the total amount properly due them for goods supplied and for goods being manufactured up to the date of determination.

Such payment shall not prejudice NOVUS right to sue for and recover damages and/or loss and expense to which NOVUS may additionally be entitled.
13. Patents, Trademarks, Intellectual Property Rights.

The buyer shall indemnify NOVUS 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 is submitted to the buyer by NOVUS in connection with the contract shall belong to NOVUS and must not be copied or given to any third party without the express permission of NOVUS. This extends without limitation to any patents, trademarks, names, copyright, design and the like.

14. Force Majeure

Without prejudice to any other of these conditions NOVUS 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, 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 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. 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 buyers order will not be effective and these terms and conditions will prevail.

Date: 31.07.2016 NOVUS Windows Ltd. Unit 14,
St. Wolstan’s SC, Celbridge,
Co. Kildare.