Terms and Conditions of trade
Terms and Conditions of Trade (B2B Wholesale - Ireland)
These Terms and Conditions (“Terms”) apply to all sales of goods and services supplied by Midsummer Renewables ltd (“the Supplier”) to any business customer (“the Customer”). These Terms apply to wholesale and distribution transactions only.
By placing an order, making payment, collecting goods, or accepting delivery, the Customer agrees to be bound by these Terms.
1. Application and Precedence of Terms
1.1 These Terms govern all contracts for the supply of goods and services by the Supplier.
1.2 These Terms shall prevail over and take precedence over any terms or conditions contained in or referred to in any purchase order, supplier agreement, confirmation, correspondence, or other document issued by the Customer, or implied by trade, custom, practice, or course of dealing.
1.3 Any terms or conditions submitted, proposed, or stipulated by the Customer shall be of no effect unless expressly agreed in writing and signed by an authorised director of the Supplier.
1.4 Acceptance of an order by the Supplier, or supply of goods, does not constitute acceptance of any terms proposed by the Customer.
1.5 These Terms constitute the entire agreement relating to the supply of goods and services unless otherwise expressly agreed in accordance with clause 1.3.
1.6 No variation to these Terms, nor any framework, supply, or purchasing agreement proposed by the Customer, shall be binding unless expressly incorporated into a written agreement signed by authorised representatives of
2. Orders and Acceptance
2.1 Orders may be placed via the Supplier’s website, by telephone, email, or approved design or ordering platforms.
2.2 The Customer is responsible for verifying the accuracy of all quotations, proformas, order confirmations, specifications, delivery details, and quantities prior to confirming an order
2.3 The Supplier will issue an order confirmation following receipt of an order. Unless the Customer notifies the Supplier in
2.4 Without limitation to clause 2.3, any of the following shall also constitute acceptance of the order and these Terms:
Payment of a
proforma invoice; Written confirmation of the order;
Collection of goods;
Acceptance of delivery; o
r Any instruction to proceed with procurement, preparation, or dispatch.
2.5 Or
Specifically sourced or bespoke items: Charges may be substantial to cover procurement, handling, or restocking costs.
Goods already dispatched and recalled: Charges will cover transport, handling, and administrative costs.
General stock items (prior to picking and packing): No charge will typically apply.
2.6 Once accepted, orders may not be amended or cancelled outside the provisions of clause 2.5 without the Supplier’s written agreement.
2.7 The Supplier reserves the right to refuse or cancel any order prior to desp
3. Quotations and Pricing
3.1 Quotations are valid for 30 calendar days unless stated otherwise in writing.
3.2 Orders scheduled for dispatch more than 30 days after confirmation may be subject to price variation.
3.3 Prices and specifications may be changed or withdrawn prior to order acceptance.
3.4 All prices are exclusi
4. System Design and Technical Responsibility
4.1 The Customer is solely responsible for system design, specification, engineering suitability, regulatory compliance, and installation.
4.2 Any design guidance, software outputs, technical information, or documentation provided by the Supplier is
4.3 Standard kit configurations and calculation
4.4 The Supplier accepts no liability for system design, performance outcomes, or installation suitability.
5. Product Information and Availability
5.1 Product information and documentation are provided in good faith but are not guaranteed to be complete, current, or error-free.
5.2 Goods are supplied subject to availability.
5.3 The Customer is responsible for confir
6. Payment and Credit Terms
6.1 Unless a credit facility has been approved in writing, payment must be received in cleared funds prior to dispatch or collection.
6.2 Credit facilities are granted at the Supplier’s absolute discretion and may be withdrawn or amended at any time.
6.3 Late payment may result in immediate suspension of supply, cancellation of pending orders, and withdrawal of credit facilities.
6.4 The Supplier reserves the right to charge interest and compensation on late payments in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012) or any amending legislation.
6.5 The Supplier’s credit terms form part of these Terms.
7. Retention of Title
7.1 Legal and beneficial title to goods remains with the Supplier until full payment has been received for the goods and all other sums owed by the Customer to the Supplier.
7.2 Until title passes, the Customer shall store goods separately, clearly identified as the Supplier’s property, and maintain them in satisfactory condition.
7.3 The Supplier (or its agents) may enter any premises where the goods are stored to inspect or recover them where payment has not been made in accordance with agreed terms.
8. Delivery and Risk
8.1 Delivery dates and times are estimates only and not guaranteed. Time of delivery shall not be of the essence.
8.2 The Supplier shall not be liable for any direct, indirect, or consequential costs, loss of profit, or damages arising from failed, delayed, or timed delivery services.
8.3 Deliveries are strictly kerbside only unless otherwise agreed in writing.
8.4 The Customer must ensure suitable site access to receive goods. Access restrictions must be notified when placing the order. Failed deliveries resulting from restricted access may incur additional charges.
8.5 The Customer must ensure suitable authorised personnel are available to receive goods. Any redeliveries required as a result of personnel not being present will be charged to the Customer.
8.6 Risk in the goods passes to the Customer upon delivery to the site or upon collection by the Customer/their courier.
9. Inspection and Notification
9.1 The Customer must inspect goods immediately upon delivery and prior to installation. Any damage, shortages, or discrepancies must be reported to the Supplier in writing within two (2) working days of delivery.
9.2 If goods have been moved, unpacked, or installed prior to reporting, the Supplier reserves the right to refuse claims or limit liability to the extent that such handling contributed to or obscured the damage or discrepancy.
9.3 Failure to notify the Supplier within this period constitutes complete acceptance of the goods as delivered and bars any claim for visible transit damage or shortages.
9.4 The Supplier’s liability for delivery damage or shortages is strictly limited to replacement, repair, or issuance of a credit note for the affected goods.
10. Manufacturer Warranties and Product Faults
10.1 All product warranties and guarantees are provided solely by the original manufacturer unless expressly stated otherwise in writing by the Supplier.
10.2 The Supplier acts strictly as a distributor and provides no independent product warranty.
10.3 Fault claims must be processed strictly in accordance with the manufacturer's warranty procedures.
10.4 The Customer must ensure full compliance with manufacturer installation, commissioning, and operating instructions.
10.5 The Supplier may assist administratively with claims but accepts no responsibility for manufacturer decisions, rejection of claims, or processing timescales.
10.6 Advance replacement goods supplied prior to full manufacturer fault inspection and confirmation will be chargeable in full until fault verification is granted by the manufacturer.
11. Returns and Warranty Claims
11.1 Defective Goods: If a product supplied by the Supplier proves to be defective upon receipt, the Customer must notify the Supplier within seven (7) calendar days. The Supplier will collect the item and, upon verification of the defect, provide a replacement or refund the purchase price, including original delivery costs.
11.2 Unwanted Returns: Unwanted, non-faulty items may be returned within fourteen (14) calendar days of delivery, provided they remain unused, undamaged, and in their original packaging. The Customer is responsible for safe, insured return transit at their own expense. Refunds for unwanted items cover the product price only (excluding original delivery charges) and may be subject to a restocking fee.
11.3 Manufacturer Warranties: Product warranties are provided directly by the original manufacturer. Fault claims, diagnostics, and replacements must be processed strictly in accordance with the relevant manufacturer's warranty terms and procedures.
11.4 Inspection Requirement: The Supplier’s liability for any alleged product defect is strictly conditional upon being given reasonable opportunity to inspect, test, or process the item under standard manufacturer diagnostic procedures prior to any third-party action.
11.5 Unauthorised Customer Actions: Any decision by the Customer to issue a refund, credit, or financial compensation to their own end-client, or to abandon equipment on-site prior to completed manufacturer diagnostics, constitutes an independent commercial decision made entirely at the Customer's own risk.
11.6 Exclusion of Secondary Liability: The Supplier accepts zero liability for secondary, indirect, or consequential losses resulting from independent customer actions, including but not limited to third-party labor costs, equipment or plant hire, project delay penalties, or lost commercial revenue.
11.7 Return Authorisation: All returns require prior written authorisation from the Supplier. Unauthorised returns may be rejected and returned to the sender at the Customer’s expense.
11.1 Defective Goods: If a product supplied by the Supplier proves to be defective upon receipt, the Customer must notify the Supplier within seven (7) calendar days. The Supplier will collect the item and, upon verification of the defect, provide a replacement or refund the purchase price, including original delivery costs.
11.2 Unwanted Returns: Unwanted, non-faulty items may be returned within fourteen (14) calendar days of delivery, provided they remain unused, undamaged, and in their original packaging. The Customer is responsible for safe, insured return transit at their own expense. Refunds for unwanted items cover the product price only (excluding original delivery charges) and may be subject to a restocking fee.
11.3 Manufacturer Warranties: Product warranties are provided directly by the original manufacturer. Fault claims, diagnostics, and replacements must be processed strictly in accordance with the relevant manufacturer's warranty terms and procedures.
11.4 Inspection Requirement: The Supplier’s liability for any alleged product defect is strictly conditional upon being given reasonable opportunity to inspect, test, or process the item under standard manufacturer diagnostic procedures prior to any third-party action.
11.5 Unauthorised Customer Actions: Any decision by the Customer to issue a refund, credit, or financial compensation to their own end-client, or to abandon equipment on-site prior to completed manufacturer diagnostics, constitutes an independent commercial decision made entirely at the Customer's own risk.
11.6 Exclusion of Secondary Liability: The Supplier accepts zero liability for secondary, indirect, or consequential losses resulting from independent customer actions, including but not limited to third-party labor costs, equipment or plant hire, project delay penalties, or lost commercial revenue.
11.7 Return Authorisation: All returns require prior written authorisation from the Supplier. Unauthorised returns may be rejected and returned to the sender at the Customer’s expense.
12. Limitation of Liability
12.1 To the maximum extent permitted by applicable law, the Supplier’s total aggregate liability arising out of or in connection with any contract shall not exceed the total invoiced value of the specific goods supplied under that contract.
12.2 The Supplier shall under no circumstances be liable to the Customer for any indirect, special, punitive, or consequential losses, including but not limited to: loss of profit, loss of revenue, loss of contract, installation/re-installation costs, plant hire costs, project delays, or operational downtime.
13. Collections
13.1 Goods collected from the Supplier’s premises must be pre-booked.
13.2 Risk of loss or damage to goods transfers immediately to the Customer or their appointed carrier upon collection.
14. Customer Conduct
14.1 The Supplier reserves the right to suspend or terminate accounts, orders, or services immediately where customer behaviour toward staff is abusive, aggressive, or threatening.
15. Governing Law and Jurisdiction
15.1 These Terms and any contract to which they apply shall be governed by, and construed in accordance with, the laws of Ireland.
15.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland to settle any dispute or claim arising out of or in connection with these Terms.
16. Acceptance
16.1 Placement of an order, payment of an invoice, collection of goods, or receipt of goods constitutes full acceptance of these Terms.
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