Rocstone Imports Ltd trading as RILCO, a company registered in the Republic of Ireland with company number 519351 and having its registered office at The Slate Cottage, Nuttstown, Dublin 15.
Terms and Conditions of Sale
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Ireland are open for business.
Buyer: the person or business who purchases the Goods and/or Services from the Supplier, also known as the Customer.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.5.
Consumer: a natural person who buys goods or a service for personal use or consumption from someone whose business it is to sell goods or provide services. By law, you are not a consumer if you: receive goods as a gift; buy goods for commercial purposes (i.e. you will be using the goods for commercial and not private use); buy goods for private use that are normally used for business purposes; buy goods from an individual who is not in business.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Conditions.
Customer: the person or business who purchases the Goods and/or Services from the Supplier also known as or described as the buyer .
Dangerous Goods: those substances and articles the carriage of which is prohibited by the provisions of the European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR) as applied in the Republic of Ireland, or authorised only under the conditions prescribed in accordance therewith.
Delivery Address: the address specified by the Customer on the Customer’s Purchase Order or the Supplier’s Order Form.
Final Price: the price the supplier agrees to sell the goods or services at and is exclusive of VAT or Carriage of Goods and is specific to each transaction.
Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) to be supplied by the Supplier to the Customer as set out in the Purchase Order.
Proof of Delivery Form: a proof of delivery form also known as POD and which shall accompany each delivery and be signed by the customer and returned to the supplier.
Pro-forma Invoice: the supplier’s quotation for goods valid for a period of 14 days business days.
Purchase Order: the Customer’s order for the Goods and/or Services.
Special Conditions: any special conditions contained in the Purchase Order or otherwise agreed in writing by the Supplier and the Customer.
Specification: any specification for the Goods and/or Services set out in the Purchase Order or as otherwise agreed between the Customer and the Supplier.
Supplier: Rocstone Imports Ltd t/a Rilco, a company registered in the Republic of Ireland with company number 519351 and having its registered office at The Slate Cottage, Nuttstown, Clonee, Dublin 15 is the Supplier of the Goods.
1.2 Construction. In these Conditions, the following rules apply:
(a) A party includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails and texts.
<strong>2. BASIS OF CONTRACT</strong>
2.1 These Conditions and the Special Conditions (if any) 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.
2.2 The Purchase Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Purchase Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 The Purchase Order shall only be deemed to be accepted when the Supplier issues an acceptance (whether oral or written) of the Purchase Order at which point the Contract shall come into existence.
2.4 The pro-forma invoice issued by the supplier constitutes a quotation by the supplier to sell the goods at a specific price for a specific period as and must be accepted by the buyer and paid for before the contract comes into existence.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.7 Goods shall not be delivered until payment is made to the supplier in advance and in full.
3.1 The Supplier has no input into the manufacturing process of the Goods and accepts no responsibility or liability for defects in the Goods arising from the manufacturing process or as a result of that process.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made arising out of or in connection with the Supplier’s use of the Specification.
3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer and/or using materials to be supplied by the Customer and/or suppliers nominated by the Customer, the Supplier will have no liability for any defects in the Goods due to defects in such materials or defects in the Specification.
3.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1893 are, to the fullest extent permitted by law, excluded from the Contract.
<strong>4. DELIVERY OF GOODS</strong>
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note (POD, proof of delivery form) which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered and Retention of Title clause;
(b) each POD must be signed by the customer, customer’s agent or customers personnel and returned to the supplier either by handing same to the Courier, the Supplier or it’s Agent. A signed POD constitutes an acknowledgement as to the quantity of goods and the supplier shall not be responsible for any undersupply or oversupply of goods once signed for on delivery. The buyer is responsible to check the quantity of goods at time of delivery. Any queries arising must be notified to the supplier at the point of delivery in order to ensure that the supplier is given immediate opportunity to clarify matters with the manufacturer.
4.2 If the Contract provides that the Supplier is to deliver the Goods to the Customer at a location other than the Supplier’s premises, the following shall apply:-
(a) The Supplier shall deliver the Goods to the location set out in the Purchase Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are available for delivery
(b) Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location;
(c) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a delay in delivery from the Manufacturer to the Supplier, a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods;
(d) If the Supplier is aware of a possible delay, the Supplier will notify the Customer as soon as they become aware of the delay.
(e) If the Customer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
(i) the Supplier may submit an invoice notwithstanding that delivery has not taken place; and
(ii) the Supplier may store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and
(iii) if within 10 Business Days after the day on which the Supplier first attempted to deliver the Goods to the Customer the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods specified in the Contract;
(g) The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Purchase Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered; and
(h) The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.3 If the Contract provides that the Customer is to collect the Goods from the Supplier’s premises, the following shall apply:-
(a) Delivery of the Goods shall be completed on the completion of loading of the Goods at the Collection Location;
(c) Any dates quoted for collections are approximate only, and the time of collection is not of the essence. The Supplier shall not be liable for any delay in collection of the Goods that is caused by a Force Majeure Event, the Customer’s failure to collect the Goods or the Customer’s failure to provide the Supplier with adequate instructions or any other instructions that are relevant to the supply of the Goods;
(d) If the Customer fails to collect the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready or on the agreed collection date, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
(i) the Supplier may store the Goods until actual delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance);
(ii) If within 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for collection or 10 Business Days after the agreed collection date the Customer has not collected the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods
(e) The Customer shall not be entitled to reject the Goods if the Supplier makes available for collection up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was made available for collection; and
(f) The Supplier may make available the Goods for collection by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.4 The Supplier shall not be liable for:
(a) Non-delivery of the Goods or loss of all or part of the Goods in transit (where the Goods are to be delivered in accordance with clause 4.2), unless the Customer notifies the Supplier of any claim within 21 days of the date of the notice of despatch by the Supplier to the Company:
(b) Shortages in the quantity of the Goods delivered in excess of those permitted by clauses 4.2 (g) or 4.3 (f), unless the Customer notifies the Supplier of a claim within 7 days of receipt of the Goods; or
(c) Damage to all or part of the Goods in transit (where the Goods are to be delivered in accordance with clause 4.2), unless the Customer notifies the Supplier within 7 days of receipt of the Goods. The Supplier accepts no responsibility or liability for damage to the Goods when being delivered by a Carrier.
<strong>5. CUSTOMER’S OBLIGATIONS</strong>
5.1 The Customer shall:
(a) ensure that the terms of the Purchase Order and any information it provides in the Specification or otherwise are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the delivery of goods;
(c) provide the Supplier, its employees, agents, consultants and subcontractors with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all materials respects;
(e) prepare the Customer’s premises and any other premises for supply of the Services;
(f) ensure that the place of delivery is safe and has adequate access and unloading facilities and a person there to take delivery of the consignment and sign the POD form.
5.2 If the Supplier’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) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services and/or delivery of the Goods 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 to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in clause 5.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
<strong>6.QUANTITY AND QUALITY OF GOODS</strong>
6.1 The Supplier gives no warranty as to the quality or quantity of goods supplied. Where the Customer has cause for complaint AND which complaint is made to the Supplier, the Supplier shall, in turn communicate same to the manufacture without delay. All communication regarding complaints as to quality or quantity of goods must be communicated in writing to the supplier.
<strong>7. TITLE AND RISK</strong>
7.1 The risk in the Goods shall pass to the Customer on delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.
7.3 The Supplier reserves title in any and all Goods supplied until all monies due to it in connection with any goods or services provided have been received.
7.4 In the event of non-payment of the Goods, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.5 In the event of non-payment of the Goods, the Customer shall not, without the prior consent of the Supplier, use the Goods so as to render the goods unidentifiable, irretrievable and unrecoverable.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
<strong>8. PRICE AND PAYMENT</strong>
8.1 The price of the Goods and/or Services shall be the final price set out by the supplier,
8.2 Unless otherwise stated in the Purchase Order or Pro-Forma Invoice, the final price of the Goods and/or Services is exclusive of the transport of the Goods, which shall be invoiced to the Customer.
8.3 Unless otherwise stated in the Purchase Order or Pro-forma invoice, the final price of the Goods and/or Services is exclusive of value added tax which shall be charged at the appropriate rate.
8.4 The Supplier may invoice the Customer for the Goods and/or Services on or at any time after delivery of the Goods and/or performance of the Services.
8.5 The Customer shall pay the invoice in full (on in part where agreed by the supplier) before delivery takes place.
8.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
<strong>9. CUSTOMER’S INSOLVENCY OR INCAPACITY</strong>
9.1 If the Customer becomes subject to any of the events listed in clause 10.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries of Goods and/or Services under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to and/or Services performed for the Customer shall become immediately due.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay his debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) is subject to any of the foregoing or has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) being a company, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) being an individual, the Customer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a diligence, distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) being a company an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(g) being a company a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed a receiver;
(h) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(a)to clause 10.2(h) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) being an individual, the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
<strong>10. LIMITATION OF LIABILITY</strong>
The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, delict, tort (including negligence, breach of statutory or other duty), or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
<strong>11. FORCE MAJEURE</strong>
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12. Assignation and subcontracting.
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or recorded delivery, at 12.00 noon on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.4 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.5 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed by the supplier in writing.
12.6 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Irish law, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Republic of Ireland.
<strong>13 CANCELLATION AND RETURN</strong>
13.1 Once payment has been received, the Customer may not cancel any order for Goods without the permission of the Supplier which permission shall be exclusively at the discretion of the Supplier.
13.2 The Customer shall inspect the Goods immediately upon receipt and shall notify the Supplier in writing on the day of or no later than within 3 working days of delivery if the Goods are damaged or do not comply with any of the Contract. If the Customer fails to do so the Customer shall be deemed to have accepted the Goods.
13.3 Where a claim of defect or damage is made, the Goods shall be returned by the Customer to the Supplier within 7 days of delivery. The Customer shall not be entitled to a replacement or a full refund until it has been established by the manufacturer that the Goods are in fact defective. Where so established the Supplier shall refund the Customer only upon receipt of the said refund from the manufacturer and the supplier shall not be responsible for any delay by the manufacturer.
13.4 Goods to be returned must clearly show the order number obtained from the Supplier on the package.
13.5 Where returned Goods are found to be damaged due to the Buyer’s fault the Buyer will be liable for the cost of remedying such damage.
13.6 Where Goods were bought online by a Consumer, the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 applies. The Consumer is entitled to return the Goods within a period of 14 days, which begins on the day the Consumer receives the goods.
13.7 Where Goods purchased turn out to be unsuitable as a result of a mistake made on behalf of the Customer as to the Goods, which is the fault of the Customer, the Customer will be liable for the cost of remedying such mistake. The Supplier is not obliged to accept the return of the Goods for a refund or a replacement.
<strong>14. DISPUTE RESOLUTION</strong>
14.1 For purchases concluded online, the EU (Online Dispute Resolution for Consumer Disputes) Regulations 2015 apply.
(a) All queries, claims and/or complaints must be notified to the Supplier in writing within seven (7) days of the issue/ problem arising. All queries or complaints should be sent by post to; The Slate Cottage, Nuttstown, Clonee, Dublin 15 or by email to firstname.lastname@example.org.
(b) If you are not satisfied with the response, then you should contact ECC Ireland who may forward your case to an Alternative Dispute Resolution (ADR) organisation. ADR should be considered, before legal action, as an opportunity to settle a dispute out of court, if your attempts to resolve the dispute directly with a trader proved unsuccessful. To lodge a complaint or to get further information on ADR in the EU contact ECC Ireland by following these links: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage http://www.eccireland.ie/popular-consumer-topics/online-dispute-resolution-odr/
14.2 For purchases not concluded online, all queries, claims and/or complaints must be notified to the Supplier in writing within seven (7) days of the issue/ problem arising.
(a) All queries or complaints should be sent by post The Slate Cottage, Nuttstown, Clonee, Dublin 15 or by email to email@example.com.
(b) If any dispute or difference whatsoever shall arise between the parties in connection with or arising out of the Goods supplied, the parties shall first seek to resolve the matter between themselves within a period of fourteen (14) days. The Managing Director or equivalent person of both parties (if the Customer is an individual, the individual) shall be the nominated officer responsible for seeking resolution to the dispute. The Supplier must be afforded the opportunity to investigate the matter and to consult with the manufacturer.
14.3 If agreement is not reached either party may give the other seven (7) days’ notice to resolve the dispute or difference through Alternative Dispute Resolution (ADR) in accordance with the mediation procedure of the Competition and Consumer Protection Commission (‘the CCPC’). The ‘CCPC’ has a role in relation to Alternative Dispute Resolution processes that aim to solve disputes between consumers and traders out-of-court. If the parties fail to agree terms of settlement of their dispute or difference within 56 days of the receipt of such notice or the party to whom the notice was given refuses to participate in the ADR procedure then the matter shall be referred to Arbitration in accordance with sub-Clause 4.
14.4 Subject to sub-Clause 5 below if any dispute or difference which may arise between the parties in connection with or arising out of the Contract is referred to ADR mediation, but is not so settled as specified in sub-Clause 3, then either party shall give notice to the other and such dispute or difference shall be referred to Arbitration. The parties shall agree on the appointment of a single arbitrator within 14 days after the date of such notice or in default of agreement the arbitrator shall be nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators. The Arbitration shall be conducted in accordance with the then current Arbitration Rules as published by the Chartered Institute of Arbitrator
14.5 There are excluded from Arbitration any proceedings brought by one party against the other which arise out of the failure by that other party to comply with the provisions of any binding agreement setting out the terms upon which the dispute or difference was settled as a result of or following from the ADR mediation procedure referred to in sub- Clause 2 above.
14.6 Nothing in Clause 14 shall preclude a Customer who is an individual from exercising their right to bring a claim in the Courts.
I have read and understand the above Terms and Conditions of Sale and accept these Terms and Conditions as those which govern this agreement.