Terms & Conditions

1. GENERAL

(1) All quotations are made and all orders are accepted by the Company subject to the following terms and
conditions. Any other terms and conditions are excluded from the contract between the Company and the
Customer and shall have no effect. In accordance with clause 2 (1), any variation to the following conditions
shall be invalid unless expressly accepted by the Company in writing by a duly authorised officer.

(2) Quotations shall only be available for acceptance for a maximum period of 14 days from the date thereof
unless in the quotation some other period is specified or accepted or the quotation is withdrawn by the
Company.

(3) No quotation shall become binding on the Company until the Company has accepted the Customer’s
order. The Company will confirm receipt and acceptance of the Customer’s order with a confirmatory e-mail.
The order is accepted by the Company when the Company dispatches the goods to the Customer.
(4) The Company may at its discretion submit a sample to the Customer for approval before executing the
bulk of the order which will be commenced upon receipt by the Company of written approval of the sample by
the Customer.

(5) Where goods are supplied from stock such supply is subject to availability of stocks at the date of delivery.

(6) If any product making up all or part of your order is unavailable or out of stock then we reserve the right
to substitute your order (in whole or in part) with another product of equal or greater value. If we do this and
you are not satisfied with the replacement then you will have the option to return the product in the normal
way as covered by these terms.

(7) This agreement and the Customer’s order constitute 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 Company which is not set out in this agreement.

2. PRICES

(1) All prices quoted are subject to fluctuation in the cost of labour materials, fuel and power, transport and
other costs and any increase in such costs from the date of quotation to the date of delivery shall be added to
the price. Should the price increase after confirmation of your order then we will first confirm with you by email
that the new price is acceptable before continuing and if the Customer does not notify the Company of
intent to cancel within 7 consecutive days of being informed of the new price then the Company will continue
with the order.

(2) Where prices are by reference to the Company’s published price list the prices payable for the goods shall
be the price published in the price list current at the date of despatch of the goods.

(3) Prices quoted by the Company relate to the quantities shown in the quotation and the Company shall not
be obliged to accept a smaller or larger quantity at the prices quoted after the order has been confirmed.

(4) IF A CUSTOMER SUBMITS A SPECIFICATION AT ANY TIME TO THE COMPANY, TO INCLUDE BUT NOT BE
LIMITED TO A SPECIFICATION FOR COLOUR, QUANTITY AND/OR WEIGHT, THEN THE COMPANY SHALL AT ITS
SOLE DISCRETION ALLOW THE CUSTOMER TO PAY FOR THE ORDER IN INSTALMENTS. ANY AGREEMENT TO
PAY IN SUCH A WAY MUST BE WITH THE COMPANY’S EXPRESS CONSENT AND SHALL LAST NO LONGER THAN
3 MONTHS. AFTER THIS 3 MONTHS THEN THE COMPANY SHALL INVOICE THE CUSTOMER FOR ALL
OUTSTANDING MONIES. IF THE CUSTOMER VARIES ITS ORDER IN ANY WAY THEN THE COMPANY SHALL
INVOICE FOR ALL OUTSTANDING MONIES.

(5) The price of the goods is exclusive of amounts in respect of value added tax (VAT) and any other tax or
duly relating to the manufacture, transportation, export, import, sale or delivery of the goods. The price of the
goods is exclusive of the costs and charges of packaging, insurance and transport of the goods, which shall be
invoiced to the Customer.

3. DELIVERY

(1) Time for delivery is stated as accurately as possible but not guaranteed and unless agreed in writing by a
duly authorised officer of the Company time is not of the essence for delivery. The Company shall not be liable
in any circumstances for the consequences of any delay in delivery or failure to deliver.

(2) No delay by the Company in delivering the goods shall entitle the Customer to reject any delivery or
repudiate the contract between the Company and the Customer.

(3) Delivery will take place when the Customer collects the goods from the Company’s premises or when they
are despatched from the Company’s premises unless agreed otherwise in writing.

(4) If for any reason the Customer is unable to accept delivery of the goods when the goods are due and ready
for delivery, the Company may arrange storage of the goods at the Customer’s risk and the Customer shall be
liable to the Company for all associated costs (including insurance) of such storage. This provision is without
prejudice to any other right which the Company may have in respect of the Customer’s failure to take delivery
of the goods or pay for them in accordance with the contract

4. CANCELLATION

Cancellation of an order by the Customer can only be made before the goods have been dispatched.
Cancellation of an order by the Customer once accepted by the Company will only be accepted by the
Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and
all loss of profits and other loss or damage by the company by reason of such cancellation will be reimbursed
full by the Customer to the Company immediately upon acceptance of cancellation of the order by the
Company

5. TITLE

(1) Risk in the goods shall pass to the Customer on delivery in accordance with clause 3.

(2) Title in the goods (whether separate and identifiable or incorporated in or mixed with other goods) shall
only pass to the Customer when cleared payment in full has been made for those goods and for any other
goods supplied by the Company and any other monies due to the Company on any other account.

(3) Until title to the goods passes to the Customer under clause 5 (2) the Customer shall keep the goods
separately and readily identifiable as the property of the Company and not attach the goods to other property
without the prior written consent of the Company.

(4) At any time before title to the goods passes to the Company, the Company may without prejudice to any
of its other rights take possession of all or any part of the goods and enter any premises for that purpose or
authorise others to do so and require delivery up to it of all or any part of the goods.

(5) Where goods are sold FOB Irish port the Company’s responsibility shall cease when the goods are placed
on board ship.

6. TERMS OF PAYMENT

(1) Unless otherwise agreed by the Company in writing by a duly authorised officer payment shall be due and
payable in 30 days from date of invoice.

(2) All payments are to be made without the right of set off, counterclaim or deduction whatsoever.

(3) When deliveries are spread out over a period of time each consignment may be separately invoiced and in
this case each invoice will be treated as a separate account and payable accordingly.

(4) No dispute arising under the contract or delays beyond the control of the Company shall interfere with
prompt payment by the Customer.

(5) In the event of default in payment by the Customer the Company shall be entitled without prejudice to any
other right or remedy to suspend all further deliveries and to charge interest calculated on a daily rate on any
amount outstanding at the rate of 4% per annum above the Bank of Ireland Standard Variable rate in force at
the relevant time.

(6) The Company reserves the right where reasonable doubts arise as to the Customer’s financial position or
in the case of failure to pay for the goods to suspend deliveries of any order or any part or instalment without
liability until payment in full or satisfactory security for payment has been provided.

(7) Where goods are to be delivered outside the Republic of Ireland payments must be made against delivery
of the goods or shipping documents FOB Irish port unless credit arrangements within the Republic of Ireland
approved by a duly authorised officer of the Company have been made.

7. INFORMATION AND QUANTITIES

(1) All quotations and orders are made and accepted by the Company on the basis of the information supplied
to the Company by the Customer. In the event of such information proving insufficient or inaccurate, the
Company reserves the right to cancel the order or increase the price quoted or agreed as it may in its absolute
discretion deem appropriate.

(2) In accordance with clause 2, prices quoted by the Company for the goods are given in respect of the
quantities stated and the Company reserves the right to increase the price if lesser or greater quantities are
ordered.

8. SHORTAGES AND DEFECTS APPARENT ON INSPECTION

(1) Risk in the goods passes to the Customer when the goods are collected from the Company’s premises or
despatched from the Company’s premises and the Company accepts no responsibility for any damage or loss
in transit.

(2) Where the contract provides for delivery elsewhere other than at the Company’s premises rights will pass
at the point agreed and the Company will enter into a claim by the Customer for damage or loss in transit only
if: (i) the Customer inspects the goods supplied within three days of delivery; (ii) a written complaint is sent to
the Company within fourteen days of delivery specifying the shortage or defect; (iii) the Company is given
opportunity to inspect the goods before any use is made thereof or any alteration or modification is made
thereto by the Customer; and

(3) All allegations of total non-delivery of any consignment of the goods must be made by the Customer in
writing to the carrier and to the Company within 7 consecutive days of the date specified for delivery by the
Company. (4) If the Company is not notified as herein required then the goods shall be deemed to have been
delivered free of defects apparent on visual inspection and in the correct quantity and the Customer shall bear
all loss or expenses arising out of the temporary or permanent loss of the goods or damage thereto.

9. DEFECTS NOT APPARENT ON INSPECTION

(1) The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of
delivery unless: (i) A written complaint is sent to the Company within 7 consecutive days after the defect is
noticed and no use is made of the goods provided there was no opportunity to discover the defect upon
reasonable inspection before this time; and (ii) The complaint is sent within 12 months of the date of delivery
by the Company.

(2) The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the
Customer without prior written consent of the Company acting by a duly authorised officer nor in respect of
any defect arising by the reason of fair wear and tear or damage due to misuse.

(3) The Company may, within 14 days of receiving such written complaint (or 28 days where the goods are
situated outside the Island of Ireland) inspect the goods and the Customer if so required by the Company shall
take all reasonable steps necessary to enable the Company to do so including but not limited to allowing the
Company reasonable access to the goods at reasonable times on reasonable prior written notice and make
available such inspection facilities as the Company may reasonably require.

10. GUARANTEE CONDITION

10.1 Subject to clause 10.2, if:
(a) the Customer gives notice in writing to the Company within a reasonable time of discovery that some or all
of the goods do not comply with any description, specification or terms under this agreement;
(b) the Company is given a reasonable opportunity of examining such goods; and
(c) the Customer returns such Goods to the Company’s place of business at the Customer’s cost, the Company
has the right, at its sole discretion, to repair or replace the defective goods, or refund the price of the defective
goods in full.

10.2 The Company shall not be liable for goods that fail to comply with the description or specification or
terms under this agreement in any of the following events:
(a) the Customer makes any further use of such goods after giving notice in accordance with clause 10.1;
(b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the
storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade
practice regarding the same;
(c) the defect arises as a result of the Company following any drawing, design or specification supplied by the
Customer;
(d) the Customer alters or repairs such goods without the prior written consent of the Company;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or
working conditions; or
(f) the goods differ from their description as a result of changes made to ensure they comply with applicable
statutory or regulatory requirements.

10.3 Except as provided in this clause 10, the Company shall have no liability to the Customer in respect of the
goods’ failure to comply with the description, specification or terms under this agreement set out in this
agreement.

10.4 Except as set out in this agreement, all warranties, conditions and other terms implied by statute or
common law are, to the fullest extent permitted by law, excluded.

10.5 This clause 10 shall apply to any repaired or replacement goods supplied by the Company.

11. LIABILITY

11.1 Nothing in this agreement shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability under
applicable law.

11.2 Subject to clause 11.1:
(a) the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach
of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in
connection with the Contract; and
(b) the Company’s total liability to the Customer in respect of all other losses arising under or in connection
with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise,
shall not exceed €500,000.

12. NON-STANDARD ORDERS

12.1 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 reasonable professional costs and expenses) suffered or incurred by the
Company in connection with any claim made against the Company for actual or alleged infringement of a third
party’s intellectual property rights arising out of or in connection with the Company’s use of the specification.
This clause 12 shall survive termination of this agreement.

12.2 Where the Customer orders goods or materials of a type, size or quality not normally produced by the
Company the Company will use its reasonable endeavours to execute the order, but if it proves impossible,
impracticable or uneconomical to carry out or complete the order, the Company reserves the right to cancel
the contract or the uncompleted balance of it, in which event the Customer will only be liable to pay for the
part of it actually delivered or performed.

13. INTELLECTUAL PROPERTY
The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs,
programmes or any other material prepared by the Company whether readable by humans or by machines
remains the sole property of the Company absolutely and they shall not be reproduced or disclosed or used in
its original or translated form by the Customer without the Company’s written consent for any purpose other
than that for which they were furnished. The Company gives no warranty or representation that such material
will not infringe any third party intellectual property rights. Notwithstanding any implied warranty or
condition as to title or otherwise in relation to the goods supplied hereunder, the Company shall not be liable
to indemnify the Customer in respect of any claim, actual or threatened against the Customer by a third party
unless the Company shall have been promptly notified of the claim or threat and no admissions shall have
been made by the Customer such as would prejudice the defence of any such claim or threat and, in any event,
any such liability for intellectual property action shall be limited to €500,000 or the amount of damages and
costs awarded by a court of competent jurisdiction whichever shall be lower.

14. HEALTH AND SAFETY

The Customer agrees to pay due regard to any information or any revised information whenever supplied by
the Company (and is deemed to have been given reasonable information and to have read and understood it)
relating to the use for which the goods are designed or have been tested or concerning conditions necessary
to ensure that they will be safe when they are being set, used, cleaned or maintained by the Customer or
when they are being dismantled or disposed of, and the Customer undertakes to take such steps as may be
specified by the above information to ensure that, as far as reasonably practicable, the goods will be safe at all
times as mentioned above.

15. SUB-CONTRACTORS

The Company at its sole discretion shall be entitled to appoint one or more sub-contractors to carry out all or
any of its obligations hereunder.

16. TERMINATION

16.1 If the Customer becomes subject to any of the events listed in clause 16.2, or the Company 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 Company, the Company has the right to
cancel or suspend all further deliveries under this agreement or under any other contract between the
Customer and the Company without incurring any liability to the Customer, and all outstanding sums in
respect of goods delivered to the Customer shall become immediately due.

16.2 For the purposes of clause 16.1, 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 insolvency-related provisions of the
Companies Act 2014 or (being an individual) is deemed either unable to pay its debts or as having no
reasonable prospect of so doing, in either case, as set out in the Personal Insolvency Act 2002 or (being a
partnership) has any partner to whom any of the forgoing applying:
(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;
(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 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 an administrative 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 16.2(a)to clause
16.2(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; and
(j) (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.

16.3 Termination of this agreement, 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.

17. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this agreement 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.

18. NOTICES

All notices sent by you to us must be sent to the Company at Maperath Kells Co Meath A82 X9D5 Ireland. We
may give notice to you at either the e-mail or postal address you provide to us at the time of order. Notice will
be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of
posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter,
that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the
e-mail was sent to the specified e-mail address of the addressee.

19. INVALIDITY

If any court or competent authority decides that any of the provisions of these terms are invalid, unlawful or
unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which
will continue to be valid to the fullest extent permitted by law.

20. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contract to enforce any term of this
agreement.

21. VARIATION

Except as set out in these terms, any variation to this agreement shall only be binding when agreed in writing
and signed by an authorised office of the Company.

22. LAW

The contract shall be governed and interpreted exclusively according to the Laws of the Republic of Ireland and
is subject to the exclusive jurisdiction of Republic of Ireland Courts.