TERMS OF SERVICE

 

JJA WOODWORKS LTD
CONDITIONS OF SALE – TO CUSTOMERS (CONSUMER & TRADE)

 

1. Interpretation

1.1 In these Conditions (unless the context otherwise requires):

Agreement means the agreement between the Supplier and the Customer for the sale and purchase of the Goods and/or Services consisting of the Order Acknowledgement (or Supply Agreement) to which these Conditions are attached or referenced. Should there be any inconsistency between the documents comprising the Agreement, they shall have precedence in the following order: (i) these Conditions, (ii) the Order/Order Acknowledgement, and (iii) any other documents (or parts thereof) specified in the Supply Agreement and/or the Order.

Conditions means the terms and conditions contained herein.

Supplier (or Seller) means JJA Woodworks Ltd, company number [●], registered office Barcastle Retail Park, Castlebar, County Mayo, F23 XN67, Ireland.

Customer means the purchaser named on the Order (being either a consumer or a trade/business customer).

Data Protection Legislation means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including without limitation the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679).

Goods means the furniture, kitchens, wardrobes, worktops and/or any other goods (or any instalment or part of them) to be supplied pursuant to the Agreement.

Order means the Customer’s order for the Goods and/or Services as accepted by the Supplier in writing (including via email or e-signature) by issuing an Order Acknowledgement.

Services means design, survey, delivery, installation, fitting and related services (if any) described in the Order to be undertaken by the Supplier.

Specifications means the technical, dimensional, design, colour, layout or other requirements (if any) for the Goods and/or Services contained or referred to in the Order or drawings approved by the Customer.

Supply shall include a sale, hire, or other transfer of the Goods.

1.2 In these Conditions (unless the context otherwise requires) words in the singular include the plural and vice versa; references to any gender include all genders; references to legal persons include natural persons and vice versa.

1.3 Consumer/Trade split. Where the Customer is a consumer, nothing in these Conditions seeks to exclude or limit rights which cannot lawfully be excluded under Irish consumer law. Where the Customer is trade, these Conditions apply in full and prevail over any terms the Customer seeks to impose.

 

2. General

2.1 These Conditions apply to the Agreement to the exclusion of any other terms and conditions contained or referred to in any acknowledgment, purchase order, form, letter or other communication sent by the Customer. Any terms proposed by the Customer shall be of no effect unless expressly agreed in writing by the Supplier.

2.2 Any concession, delay or latitude allowed by the Supplier shall not affect the strict rights of the Supplier under the Agreement.

2.3 If any Condition is held invalid or inapplicable, the remaining Conditions continue in full force and effect.

2.4 No variation to the Order or these Conditions shall be binding unless expressly agreed in writing by the Supplier and signed (or electronically confirmed) on its behalf.

2.5 Headings are for reference only and do not affect construction.

2.6 In the event of inconsistency between these Conditions and any other document between the parties, these Conditions prevail unless expressly varied in writing by the Supplier.

2.7 The Supplier is bound only when it issues a written Order Acknowledgement. Quotations are invitations to treat and may be withdrawn at any time prior to acceptance.

 

3. Description, Quality & Customer Responsibilities

3.1 The Supplier shall supply Goods that:

(a) conform in quantity, quality, description, and Specifications stated in the Agreement;
(b) are of satisfactory quality and fit for any purpose expressly made known to the Supplier in writing and accepted by the Supplier;
(c) comply with applicable statutory requirements and regulations relating to the manufacture and sale of the Goods at the time of supply.

3.2 Custom-Made Goods. Most kitchens/wardrobes are made to the Customer’s specifications. Minor variations in colour/texture/grain between samples and supplied Goods can occur and shall not constitute defects.

3.3 Customer Responsibilities. The Customer shall ensure the accuracy of all measurements, layouts, appliance model numbers and Specifications it approves, and shall notify the Supplier promptly of any change before manufacture. The Customer is responsible for ensuring site access, readiness (including walls, floors, plumbing, electrics), and compliance with building regulations unless the Supplier has expressly contracted to provide such works.

3.4 Services standard. Services will be performed with reasonable skill and care by appropriately qualified personnel, consistent with industry standards at the time of performance.

3.5 Following completion of Services, the Supplier will remove packaging/debris reasonably arising from the installation.

 

4. Inspection, Testing and Samples

4.1 Where required, the Supplier may provide samples or renderings for Customer approval prior to manufacture. Approved samples/renderings guide manufacture but are not guaranteed colour/texture matches.

4.2 The Supplier may conduct its own inspections and tests. Where the Supplier reasonably believes Goods as specified cannot be made as requested, it may propose alternatives; the Customer shall not unreasonably withhold approval.

 

5. Customer’s Materials, Site & Third-Party Works

5.1 Any drawings, Specifications or information (Customer Material) provided by the Customer are relied upon by the Supplier. The Customer warrants that it owns or is licensed to use such materials and that they do not infringe third-party rights.

5.2 Site Works by Others. Unless expressly agreed in writing, plumbing, electrical, tiling, boring, gas works and making-good are by others. The kitchen layout can be viewed by appointment.

5.3 The Customer shall ensure safe site access, adequate power, and that the site is ready on the agreed dates. If the site is not ready or the Supplier cannot gain access, additional costs for delays, wasted visits, storage or rescheduling are chargeable.

 

6. Certificates & Compliance (Trade or Project Sites)

Where requested and applicable, the Supplier will provide:
(a) Tax/VAT number; (b) public liability insurance details; (c) other standard compliance documents reasonably requested.

 

7. Delivery, Installation & Scheduling

7.1 Goods shall be packaged to reach destination in good condition under normal transport conditions.

7.2 Delivery and/or Services will occur within the timeframe specified in the Order Acknowledgement. Dates are estimates; time is not of the essence unless expressly agreed in writing.

7.3 Delivery shall take place at the address stated in the Order or as otherwise agreed. The Customer shall provide all instructions or information necessary to accept delivery.

7.4 The Customer is not obliged to return packaging.

7.5 Where delivery/installation is by instalments, each instalment is part of a single Agreement. Failure in one instalment does not entitle the Customer to reject others.

7.6 Documentation. Deliveries are accompanied by an advice note; invoices will follow as per clause 11.

7.7 Worktops. Quartz/Granite/Dekton worktops are templated after carcass fitting and typically completed within 10 working days. The Customer must liaise with the worktop company in conjunction with fitting dates and revert to the Supplier 8 weeks before fitting to ensure materials can be ordered. Appliance model numbers must be confirmed at that stage for correct door/cut-out ordering.

7.8 Rescheduling. If the Customer cannot meet the agreed installation date, the Supplier may reschedule at its discretion. Rescheduling may incur additional storage, redelivery, and re-programming charges and may be subject to updated lead times and terms notified in advance.

7.9 Delays outside Supplier control. The Supplier is not liable for delays caused by events beyond its reasonable control (see Force Majeure). The Supplier will inform the Customer and use reasonable efforts to minimise delay.

 

8. Storage

8.1 If the Customer cannot take delivery on the due date, and storage is available, the Supplier may store Goods at the Customer’s risk and cost (including insurance) until actual delivery.

8.2 The Supplier may not dispose of stored Goods without giving the Customer reasonable prior written notice and an opportunity to pay storage/redelivery and take delivery.

 

9. Risk, Title & Retention of Title (All-Monies)

9.1 Risk in the Goods passes to the Customer on delivery to the site or other agreed location (or, if installation is included, upon delivery to site). Where the Customer delays installation after delivery, risk remains with the Customer.

9.2 Title/Ownership. Title to the Goods shall not pass to the Customer until the Supplier has received in full and in cleared funds (a) all sums due in respect of the Goods and/or Services and (b) all other sums which are or become due to the Supplier from the Customer on any account (All-Monies Retention of Title).

9.3 Until title passes, the Customer shall (i) hold the Goods as bailee, (ii) keep them separate and identifiable as the Supplier’s property, (iii) not encumber them, and (iv) insure them at full replacement value.

9.4 If the Customer resells or uses the Goods before title passes, it does so as principal; proceeds of sale shall be held on trust for the Supplier to the extent of sums owed.

9.5 If any sum is overdue, or on Customer insolvency (see clause 19), the Supplier may enter the premises where the Goods are located to recover them. The Customer irrevocably authorises such access and shall not obstruct recovery.

 

10. Acceptance & Rejection

10.1 The Customer shall inspect the Goods on delivery/installation and notify the Supplier in writing within 7 days of any visible defects or short delivery. Latent defects must be notified within a reasonable time after discovery.

10.2 The Customer shall not attempt to repair or modify alleged defective Goods before the Supplier has had a reasonable opportunity to inspect and, if applicable, remedy them.

10.3 Where the Supplier accepts a valid rejection or defect within warranty, the Supplier shall, at its option, repair, replace, or refund (limited to the price paid for the affected Goods/Services). See clause 21.

 

11. Price, Deposits & Payment

11.1 Prices are as stated in the Order Acknowledgement. Quotations exclude appliances and wirework unless expressly stated.

11.2 Lead times are typically 10–12 weeks from final sign-off and cleared deposit, subject to material availability.

11.3 Deposit & Balance. Unless otherwise agreed, 50% deposit on Order; balance due 10 calendar days before delivery (or commencement of installation if earlier). Invoices must be paid in cleared funds by the due date.

11.4 Non-Refundable Deposit / Advance Payments. All deposits and any advance payments (partial or full) are non-refundable once (i) the Order is accepted and scheduled or (ii) any manufacturing, procurement, or allocation of materials has commenced (whichever is earlier).

• Consumers: This does not affect mandatory statutory rights; however, custom-made goods are exempt from the 14-day cooling-off right under consumer law.

• Trade: Deposits are strictly non-refundable.

11.5 If the Supplier receives a price increase from its upstream suppliers or material surcharges prior to manufacture, it may pass through such increases on reasonable written notice to the Customer. The Customer may accept the revised price or, if not custom-made and manufacture has not begun, cancel for a refund of monies paid; for custom-made Goods already in process, the Customer remains liable for the original price plus agreed surcharges.

11.6 The Supplier may charge interest on overdue sums at the European Communities (Late Payment in Commercial Transactions) Regulations rate for trade customers, and at a reasonable rate for consumers to the extent permitted by law, accruing daily until payment.

11.7 The Supplier may suspend manufacture, delivery or installation if any amount is overdue or credit standing becomes unsatisfactory.

 

12. Set-Off

12.1 The Supplier may set off any sums due to the Customer against any sums owed by the Customer to the Supplier.

12.2 The Customer may not set off or withhold payment of any invoice or part thereof for any reason unless required by law.

 

13. Substitutions

The Supplier may propose reasonable substitutions of equivalent or superior specification where materials become unavailable; any change will be notified for Customer approval (not unreasonably withheld). Where a specific named product is essential, the Customer must state this expressly in the Order.

 

14. Packing etc.

Returnable packing cases (if any) are at the Customer’s risk once delivered. The Supplier accepts no responsibility for loss/damage to Customer-held returnable packaging.

 

15. Non-Solicitation

The Customer shall not, for six months following completion, solicit or employ any employee of the Supplier directly involved in the Agreement without the Supplier’s prior written consent.

 

16. Status & Authority

16.1 The Supplier acts as an independent contractor. Nothing creates a partnership, joint venture or employment relationship between the parties.

16.2 The Customer shall not hold itself out as agent of the Supplier nor pledge the Supplier’s credit.

 

17. Assignment & Sub-Contracting

17.1 The Supplier may assign, transfer or sub-contract any of its rights or obligations under the Agreement without the Customer’s consent.

17.2 The Customer may not assign or transfer its rights without the Supplier’s prior written consent.

 

18. Statutory Requirements

The Supplier warrants the Goods will comply with applicable Irish/EU statutory requirements at the time of supply. Where the site is in another jurisdiction, the Customer must notify the Supplier in writing of any additional local standards.

 

19. Termination, Insolvency & Cancellation

Customer-side insolvency events and default

19.1 The Supplier may terminate the Agreement (or any part), suspend performance, accelerate all outstanding sums, and/or recover Goods under clause 9 if the Customer:
(a) becomes bankrupt or insolvent, has a receiver, examiner or liquidator appointed, enters any arrangement with creditors, or suffers any analogous event; or
(b) ceases or threatens to cease to carry on business; or
(c) is in material breach (including non-payment) and fails to remedy within 7 days of written notice (or immediately if not capable of remedy).

19.2 On termination for Customer default/insolvency, all sums owed become immediately due, and the Supplier may enter premises to recover Goods under clause 9. The Supplier’s other rights and remedies are preserved.

Customer cancellation

19.3 The Customer may request cancellation prior to delivery. For custom-made Goods (most kitchens/wardrobes), cancellation is not permitted once manufacture has started. Where the Supplier permits cancellation as a goodwill exception, the Customer remains liable for (i) the non-refundable deposit/advance, and (ii) all reasonable costs and losses incurred to date (including design time, materials, storage, administration, re-stocking, and lost margin).

Supplier insolvency

19.4 If the Supplier enters liquidation/insolvency, the Customer may terminate unfulfilled parts of the Agreement. The Customer’s sole remedy shall be to claim as an unsecured creditor for any prepayments relating to undelivered Goods/Services, save where mandatory consumer protections provide otherwise.

19.5 Termination shall not prejudice accrued rights or remedies.

 

20. Guarantees (Supplier’s Sales Guarantee)

20.1 The Supplier may offer a 5-year manufacturing warranty on cabinetry (unless otherwise stated). Worktops, hardware and appliances carry their own manufacturer warranties.

20.2 If, within the warranty period, a defect arises under proper use due to faulty materials or workmanship, the Supplier shall, at its option, repair or replace the defective item or component within a reasonable time, without charge for parts/labour.

20.3 Exclusions: water/steam damage, misuse, wear and tear, unauthorised modifications, and issues arising from building movement, site conditions or third-party works.

 

21. Warranty & Remedies

21.1 For defects notified within 12 months of delivery/installation (or longer where expressly stated), the Supplier will at its option repair, replace, or refund the price paid for the affected Goods/Services. Any replacement/repair is warranted for the remainder of the original period or 12 months from repair/replacement, whichever is longer.

21.2 Limitation of Liability (to the extent permitted by law):
(a) The Supplier does not exclude or limit liability for death/personal injury caused by its negligence, fraud, or any liability that cannot be excluded under law.
(b) For consumers, the Supplier’s liability for losses you suffer as a foreseeable result of our breach is capped at the price paid for the Goods/Services, and the Supplier is not liable for business losses.
(c) For trade customers, the Supplier excludes liability for loss of profit, revenue, goodwill, business interruption, or any indirect or consequential loss, and total liability shall not exceed the contract price for the affected Goods/Services.

 

22. Indemnity (Trade Only)

Where the Customer is trade, the Customer shall indemnify the Supplier against all claims, losses, costs and liabilities arising from (a) the Customer’s negligence or breach, (b) the Customer’s misuse or alteration of Goods, (c) Customer-provided designs/materials that infringe third-party IP, and (d) third-party claims arising from Customer’s resale or installation not performed by the Supplier.

 

23. Force Majeure

The Supplier shall not be liable for delay or failure to perform due to events beyond its reasonable control, including strikes, lock-outs, fire, war, epidemics, transport failures, energy outages, supplier shortages, or machinery breakdown. If such cause continues for over 6 months, either party may terminate on 7 days’ written notice; the Customer shall pay for Goods delivered and Services performed up to termination and reasonable committed costs for custom-made Goods.

 

24. Anti-Slavery

The Supplier complies with applicable anti-slavery and human trafficking laws and maintains policies to ensure compliance. The Customer shall notify the Supplier if it becomes aware of any breach in the Supplier’s supply chain. (Trade frameworks available on request.)

 

25. Anti-Bribery and Corruption (Trade)

Both parties shall comply with applicable anti-bribery and anti-corruption laws. Breach is a material breach entitling the Supplier to terminate immediately. The Supplier may request reasonable audit rights of trade customers’ books insofar as they relate to the Agreement.

 

26. Data Protection

26.1 Each party will comply with applicable Data Protection Legislation.

26.2 The Supplier acts as data controller for its customer records. Where the Supplier processes personal data for the Customer (e.g., communicating with a builder/architect on the Customer’s behalf), it will do so in accordance with a suitable data processing arrangement, if required.

26.3 The Supplier shall implement appropriate technical and organisational measures to protect personal data and will not transfer personal data outside the EEA without appropriate safeguards.

 

27. Intellectual Property Rights

All intellectual property in designs, layouts, renders, drawings, software files and marketing materials provided by the Supplier shall remain the Supplier’s. The Customer receives a non-exclusive licence to use the deliverables solely for the project and location specified in the Order. Customer-provided materials remain the Customer’s responsibility; the Customer warrants they do not infringe third-party rights and shall indemnify the Supplier for any claims arising therefrom (trade only).

 

28. Governing Law & Jurisdiction

The Agreement shall be governed by and construed in accordance with Irish law, and the parties submit to the non-exclusive jurisdiction of the Irish courts. For consumers resident in the EU, mandatory rights to bring claims in your local courts remain unaffected.

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29. Third-Party Rights

No person other than the parties has any rights to enforce any term of the Agreement.

 

30. Credit Insurance (Trade)

If the Supplier requires credit insurance on a trade Customer, it will discuss an appropriate credit limit. The Customer agrees not to unreasonably oppose such limit and to keep related discussions confidential. The Supplier may suspend performance if credit insurance is withdrawn or reduced.

 

Consumer Information – Cooling-Off & Custom-Made Goods (Informative Notice)

• If you purchase off-premises or at a distance, the law may provide a 14-day cooling-off period.

• However, most of our kitchens/wardrobes are custom-made to your specifications, and the right to cancel does not apply once manufacturing has begun or materials have been cut/ordered to your specification.

• Your statutory rights regarding goods that are faulty or not as described remain unaffected.