In these conditions:
| 1.1 | The following words and expressions have the following meanings, and in addition, any words and expressions defined in any Condition will have the same meaning when used in any other Condition: | |
| 1.1.1 | Business Day: a day not being a Saturday or Sunday or a public holiday when banks are open for the conduct of normal banking business in the Republic of Ireland, Northern Ireland or Great Britain | |
| 1.1.2 | Charges: the charges for the Services set out in the Quotation, as those charges may be varied from time to time in accordance with Condition 8.5 | |
| 1.1.3 | Civil Procedure Rules the rules of civil procedure used by the Court of Appeal, High Court, District Courts and Circuit Courts in civil cases in Ireland | |
| 1.1.4 | Client: the person named as the customer in the Quotation | |
| 1.1.5 | Confidential Information: has the meaning given to it in Condition 18.3 | |
| 1.1.6 | Contract: these Terms and Conditions, the Quotation and the Purchase Order (excluding any terms and conditions contained in the Purchase Order) | |
| 1.1.7 | Deliverables: any deliverable, including but not limited to reports, documents, plans, materials or other deliverables provided by the Company pursuant to the provision of the Services | |
| 1.1.8 | Delivery: the date on which the Goods are delivered as shall be determined pursuant to Condition 6.1 | |
| 1.1.9 | Event: has the meaning given to it in Condition 10.8 | |
| 1.1.10 | Goods: has the meaning given to it in Condition 2.2 | |
| 1.1.11 | Group Companies: in respect of a company, any company within the same “group of companies” as defined in section 8 of the Companies Act 2014 | |
| 1.1.12 | Insolvent: a party is insolvent where: (i) it becomes insolvent or unable to pay debts in accordance with section 570 of the Companies Act 2014; (ii) order has been made, petition presented, resolution passed or meeting convened for the winding up of, or making of any administration order; (iii) receiver or examiner has been appointed over the whole or any part of the property, assets or undertaking; (iv) composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members has been proposed, sanctioned or approved; (v) encumbrancer takes possession of, or a trustee or administrative receiver or similar officer is appointed; (vi) anything analogous to any of the foregoing occurs under the laws of any applicable jurisdiction; (vii) it ceases or threatens to cease carrying on the whole or any material part of its business likely to adversely affect ability to perform any of its obligations under this Contract | |
| 1.1.13 | Liability: liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence | |
| 1.1.14 | Purchase Order: the written ordering document provided by the Client to the Company in relation to the Goods and/or Services (excluding any terms and conditions contained therein) and in the event there is any conflict between the signed Quotation and the signed Purchase Order, the signed Quotation shall take precedence | |
| 1.1.15 | Prices: the prices for the Goods set out in the Quotation as those prices may be varied from time to time in accordance with Condition 8.5 | |
| 1.1.16 | Quotation: the written quotation provided by the Company to the Client in relation to the Goods and/or the Services, including written responses supplied by the Company in relation to tender proposals and portal bids | |
| 1.1.17 | Recoverable Liabilities: all losses, liabilities, indemnified costs, damages and expenses that the indemnified person does or will incur or suffer, all claims or proceedings made, brought or threatened against the indemnified person by any person and all losses, liabilities, indemnified costs, damages and expenses the indemnified person does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding | |
| 1.1.18 | Services: has the meaning given to it in Condition 2.2 | |
| 1.1.19 | Specification: the written technical specification for the Goods and/or the Services set out in the Quotation or any other specification for the Goods and/or Services as agreed between the parties in writing from time to time | |
| 1.1.20 | Term: has the meaning given to it in Condition 12.1 | |
| 1.1.21 | Third Party Specification: has the meaning given to it in Condition 3.1 | |
| 1.1.22 | VAT: | |
| a) any value added tax imposed by the Value Added Tax Consolidation Act 2010; | ||
| b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) as may be amended from time to time; and | ||
| c) any other tax of a similar nature to that referred to in paragraphs (a) or (b) above, whether imposed in Ireland or in a member state of the European Union in substitution for, or levied in addition to, any tax referred to in paragraphs (a) or (b) above any other tax of a similar nature to that referred to in paragraphs (a), (b) or (c) above imposed in any country in the world | ||
| 1.1.23 | Warranty Period: the period starting on Delivery and ending on the earlier of: | |
| a) 12 months from the date of Delivery; or | ||
| b) expiry of the warranty period as provided by the manufacturer of the Goods, as set out in the Quotation | ||
| 1.2 | All headings are for ease of reference only and will not affect the construction or interpretation of these Conditions | |
| 1.3 | References to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality); | |
| 1.4 | References to any legislation or legislative provision will include any subordinate legislation made under it and will be construed as references to such legislation, legislative provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time; | |
| 1.5 | Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them and the ejusdem generis rule will not apply; | |
| 1.6 | References to “in writing” or “written” include facsimile and e-mail but not other methods of electronic messaging; and | |
| 1.7 | An obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party |
