AUGUST 2026

1. DEFINITIONS AND FORMATION

1.1 In these terms: (a) ‘Company’ means the seller/supplier; (b) ‘Buyer’ means the person or firm buying the Goods from the Company; (c) ‘Goods’ means the goods and/or services supplied by the Company under an Order; (d) ‘Order’ means the Buyer’s purchase order or other request to buy Goods; and (e) ‘Contract’ means the contract for sale and purchase of the Goods on these terms.

1.2 An Order is an offer by the Buyer to purchase the Goods on these terms. No Order is accepted until the earlier of: (a) the Company confirming acceptance in writing; or (b) the Company dispatching or delivering the Goods. The Contract is formed at that point.

1.3 Any estimate or quotation is an invitation to treat only and is valid for 30 days unless stated otherwise.

1.4 The Contract is the entire agreement between the parties. The Buyer confirms it has not relied on any statement, promise or representation not set out in the Contract.

1.5 Samples, drawings, descriptions, catalogues, brochures and advertising are for information only and do not form part of the Contract.

2. CHANGES TO ORDERS

2.1 Any change to an accepted Order/Contract requested by the Buyer is only binding if agreed in writing by an authorised representative of the Company. The Company may adjust the price, delivery dates and any other relevant terms to reflect the change.

3. DELIVERY

3.1 Where the Buyer is not approved for credit, the Company will not dispatch Goods until it has received payment in full in cleared funds. After payment, the Company will use reasonable endeavours to deliver within a reasonable period.

3.2 Delivery dates are estimates only. Time is not of the essence unless the Company agrees otherwise in writing.

3.3 Unless the Contract states otherwise and unless otherwise agreed in writing, delivery of the Goods shall be Free Carrier (FCA) at the Company’s premises (or other named place), in accordance with Incoterms® 2020 as published by the International Chamber of Commerce (ICC). Title and risk shall transfer in accordance with the applicable Incoterm.  Risk shall pass in accordance with the agreed Incoterms, however, title of the goods shall not pass until full payment has been received.

3.4 The Company may make non-material changes to specifications without notice provided such changes do not adversely affect the performance of the Goods.

3.5 Unless otherwise agreed in writing, delivery terms are as stated on the Company’s order acknowledgement and interpreted in accordance with Incoterms® 2020 (ICC), or any successor version in force at the date of the relevant Contract.

3.6 If the Company fails to deliver Goods, the Company’s liability is limited to the Buyer’s reasonable costs of obtaining replacement goods of similar description and quality in the cheapest market available, less the Contract price of the undelivered Goods. The Company has no liability to the extent the failure is caused by: (a) events beyond the Company’s reasonable control; or (b) the Buyer’s failure to provide adequate delivery instructions or other relevant information.

3.7 The Company may deliver by instalments. Each instalment may be invoiced and paid separately and is treated as a separate contract. A delay or defect in one instalment does not entitle the Buyer to cancel any other instalment.

3.8 If the Buyer fails to take delivery within 3 business days after the Company notifies the Buyer that the Goods are ready, delivery is deemed completed on the 3rd business day (except where the delay is due to the Company or circumstances outside the Buyer’s reasonable control). The Company may store the Goods and charge the Buyer for all reasonable costs and expenses (including insurance).

3.9 The Buyer may not reject the Goods for a quantity variance of up to 5% more or less than ordered. The invoice will be adjusted pro rata if the Buyer notifies the Company of the variance.

4. INTELLECTUAL PROPERTY

4.1 The Buyer must promptly notify the Company of any allegation that the Goods infringe any patent, registered design, trade mark, copyright or other intellectual property right.

4.2 Where the Goods are made to a specification provided by the Buyer, the Buyer indemnifies the Company against all liabilities, costs, expenses, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation, and all interest, penalties and professional costs) arising from any claim that the Company’s use of that specification infringes third party intellectual property rights. This clause survives termination.

5. WARRANTIES AND QUALITY

5.1 The Company warrants that Goods will be free from material defects in workmanship and materials for the period stated in the Company’s warranty statement. If Goods are sold with a ‘Limited Lifetime Warranty’, that warranty applies and prevails to the extent of any inconsistency. For services, the Company will provide services with reasonable skill and care.

5.2 The Company has no liability for shortage or defects unless the Buyer complies with the notice and return process below.

5.3 The Buyer must notify the Company: (a) within 7 days of delivery for shortages or defects apparent on inspection; or (b) for other defects, within the applicable warranty period.

5.4 All defect/shortage notices must be in writing and include full details, part/serial/batch numbers and date of purchase.

5.5 If requested and authorised by the Company (including issuance of an RMA number), the Buyer must return alleged defective Goods to the Company (or another specified person) prepaid by recognised courier or post. The Buyer must not return Goods without authorisation.

5.6 If the Company confirms a defect covered by warranty, the Company may (at its option) repair, replace, or credit the Buyer with the price paid for the defective Goods.

5.7 To the extent permitted by applicable law, these are the Company’s only warranties and remedies. All other warranties, conditions and terms (whether implied by statute, common law or otherwise) are excluded.

5.8 Without prejudice to clause 6.1, the Company is not liable for defects or non-compliance with clause 5.1 where: (a) the Buyer continues to use the Goods after giving notice; (b) the defect arises from failure to follow the Company’s storage, installation, commissioning, use or maintenance instructions (or good trade practice where none are provided); (c) the defect results from the Company following the Buyer’s specification; (d) the Buyer alters or repairs Goods without the Company’s written consent; (e) the defect arises from fair wear and tear, accidental or wilful damage, mishandling, misuse, abuse, negligence, improper care, abnormal storage/working conditions or repair by unauthorised persons; (f) the Buyer is in default (including delay, wrong information or failure to provide required information); or (g) changes were made to comply with applicable legal or regulatory requirements.

5.9 If Goods returned as ‘defective’ are found not to be defective, the Company may charge the Buyer its reasonable inspection and handling costs.

5.10 Until the warranty period expires: (a) the Company (or its representative) may have reasonable access to the Goods to inspect; (b) only authorised Company representatives may replace parts or carry out repairs (unless the Company agrees otherwise in writing); (c) the Buyer must maintain the installation/environment per Company specifications; and (d) the Buyer must ensure competent operators and must not add to, move, assign or transfer its interest in the Goods or any related agreement without the Company’s consent.

5.11 The Buyer must comply with all applicable product safety, labelling, health and safety and consumer protection laws in the territory where the Goods are used or sold, including (where applicable) Irish consumer protection and product liability legislation.

5.12 For any territory outside Ireland, the Buyer must provide the Company with written details of mandatory local legal requirements relating to the design, construction, composition and quality of the Goods. The Buyer is responsible for confirming compliance with local laws for use or resale outside Ireland. The Company gives no warranty that Goods comply with laws outside Ireland.

5.13 Warranties are provided to the Buyer only and are non-transferable.

5.14 If the Company replaces discontinued Goods, it may substitute Goods of comparable value and function.

6. LIMITATION OF LIABILITY

6.1 Nothing in these terms limits or excludes liability for: (a) death or personal injury caused by the Company’s negligence; (b) fraud or fraudulent misrepresentation; (c) liability which cannot legally be limited or excluded under applicable Irish law; or (d) liability under the Liability for Defective Products Act 1991 where exclusion is prohibited.

6.2 Subject to clause 6.1, the Company is not liable for loss of profit, revenue, savings, loss of contracts, or any indirect, special, punitive or consequential loss arising under or in connection with the Contract.

6.3 Subject to clause 6.1, the Company’s total aggregate liability for all other losses arising under or in connection with the Contract (in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the price paid for the Goods giving rise to the claim.

6.4 Unless the Company agrees otherwise in writing: (a) the Buyer confirms it is not relying on the Company’s judgment as to fitness for any particular purpose; (b) the Buyer confirms it is not relying on any promise, representation or inducement not set out in the Contract; and (c) the Company shall not be liable for any loss, expense or damage to any property of or furnished by the Buyer or any third party howsoever arising, and the Buyer must insure its own property.

7. PRICES, CHARGES AND PAYMENT

7.1 Unless otherwise agreed in writing, prices are those in the Company’s published price list in force at the date of delivery. Prices exclude VAT and any other duties/levies (where applicable), which are payable in addition. Where VAT is chargeable, the Buyer must pay VAT upon receipt of a valid VAT invoice.

7.2 Unless otherwise agreed in writing, only discounts listed in the Company’s current price list apply.

7.3 Deposits and prepayments are non-refundable unless the Company agrees otherwise in writing.

7.4 Where the Buyer is approved for credit, payment is due in full in cleared funds within 30 days of the invoice date. Time for payment is of the essence. The Company may invoice on or after delivery. In all other cases the Company may invoice at any time after Contract formation.

7.5 If the Buyer (a company) enters liquidation, receivership, examinership, SCARP, or any analogous process, or (an individual) becomes bankrupt, or in either case makes any arrangement with creditors, or commits a material breach and (where remediable) fails to remedy it within 7 days of receiving notice to do so, the Buyer will be deemed to have repudiated the Contract.

7.6 Interest on late payments accrues daily at 2% per month above the European Central Bank main refinancing operations rate (or equivalent successor benchmark) from the due date until payment in full, whether before or after judgment.

7.7 The Company may require security for payment at any time before dispatch or continuation of supply.

7.8 The Buyer must pay all sums due in full without set-off, deduction or withholding except as required by law.

8. CONFIDENTIALITY

8.1 All non-public information supplied by the Company is confidential and must be used only to perform the Contract. The Buyer must not disclose it to any third party without the Company’s prior written consent, and then only on equivalent confidentiality terms, making clear it is provided for the Buyer only.

8.2 The Company may use its connection with the Buyer in advertising of its Goods and services.

9. ASSIGNMENT AND SUBCONTRACTING

9.1 The Company may assign, transfer or subcontract all or part of its rights and obligations under the Contract. The Buyer may not assign or transfer its rights without the Company’s prior written consent.

10. TITLE AND RISK

10.1 Title to Goods does not pass to the Buyer until the later of: (a) delivery; and (b) receipt by the Company of payment in full of all sums due from the Buyer to the Company on any account.

10.2 Risk in the Goods passes to the Buyer on delivery.

10.3 If before title passes the Buyer becomes subject to any event in clause 11 (or the Company reasonably believes it is about to happen) and notifies the Buyer accordingly, then (provided the Goods have not been resold or irreversibly incorporated into another product) the Company may require the Buyer to return the Goods immediately. If the Buyer fails to do so promptly, the Company may enter any premises of the Buyer (or any third party where the Goods are stored) to recover them.

11. BUYER INSOLVENCY OR INCAPACITY

11.1 If the Buyer becomes subject to any of the events below (or the Company reasonably believes it is about to happen), then, without limiting any other right or remedy available, the Company may cancel or suspend further deliveries and/or performance under the Contract and any other contract between the Buyer and the Company without incurring liability, and all outstanding sums in respect of Goods delivered become immediately due.

11.2 Relevant events include: (a) the Buyer is unable to pay debts as they fall due, suspends or threatens to suspend payment, or admits inability to pay; (b) negotiations with creditors or any compromise/arrangement; (c) for companies: appointment of a receiver, provisional liquidator, liquidator, examiner, process advisor under SCARP, or commencement of any winding up or similar process; (d) for individuals: bankruptcy or equivalent; (e) enforcement against assets not discharged within 14 days; (f) any analogous event in any jurisdiction; (g) cessation or threatened cessation of all or substantially all business; (h) deterioration of financial position such that performance is jeopardised; or (i) death or incapacity of an individual Buyer.

11.3 Termination does not affect any rights and remedies accrued at termination. Clauses which expressly or by implication survive termination continue in full force and effect.

12. FORCE MAJEURE

12.1 The Company is not liable for delay or failure to perform caused by events beyond its reasonable control, including (without limitation) natural disasters, acts of government, war, civil unrest, strikes, industrial action, boycotts, utility interruptions or governmental interference.

13. RETURNS

13.1 The Company’s policy is not to accept returns for Goods ordered in error or in excess of requirements. If the Company agrees in writing to accept a return in exceptional circumstances, a handling charge of 10% of the price of the returned Goods applies.

14. GENERAL

14.1 Notices: Any notice must be in writing and delivered by hand, pre-paid post, recorded delivery, courier, or email to the recipient’s registered office (if a company) or principal place of business (otherwise), or to any other address notified in writing.

14.2 Notices are deemed received: (a) if delivered by hand, when left at the proper address; (b) if posted, at 9:00am on the second working day after posting; (c) if couriered, when the courier receipt is signed; and (d) if emailed, on the next working day after sending.

14.3 This notice clause does not apply to service of court proceedings or documents in legal actions.

14.4 Severance: If any provision is found invalid, illegal or unenforceable, it is deemed modified to the minimum extent necessary (or deleted if not possible) and the remainder continues in force.

14.5 Waiver: A waiver is only effective if in writing and is not a waiver of later breaches. Delay or failure to exercise a right is not a waiver.

14.6 Third party rights: No person who is not a party to the Contract has any rights under it.

15. GOVERNING LAW AND JURISDICTION (IRELAND)

15.1 This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, is governed by the laws of Ireland.

15.2 The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

16.  COMPLIANCE, SANCTIONS AND KYC

16.1 Compliance with Laws

The Buyer shall comply with all applicable laws and regulations relating to anti-bribery, anti-corruption, anti-money laundering, counter-terrorist financing, tax compliance, export controls and economic sanctions, including those of the United Kingdom, European Union, United States and any other jurisdiction applicable to the transaction.

16.2 Sanctions Status

The Buyer represents and warrants that neither it, nor any of its directors, officers, ultimate beneficial owners, affiliates or persons acting on its behalf:

(a) is subject to sanctions or asset freezing measures administered or enforced by the United Kingdom, the European Union, the United States Office of Foreign Assets Control (OFAC) or any other applicable governmental authority;

(b) is owned or controlled by a sanctioned person; or

(c) is located, organised or resident in a country or territory subject to comprehensive trade sanctions to the extent such dealings are prohibited by applicable law.

16.3 Know Your Customer Requirements

The Company may undertake customer due diligence, sanctions screening and other compliance checks before or after accepting an Order.  The Buyer shall promptly provide any information reasonably requested by the Company relating to:

• ownership and control;
• ultimate beneficial ownership;
• source of funds;
• end-user identity;
• destination of Goods;
• intended use of Goods; and
• any other information reasonably required for compliance purposes.

16.4 Right to Refuse, Suspend or Terminate

The Company may refuse any Order, suspend performance, withhold delivery or terminate the Contract immediately if:

(a) it reasonably believes compliance with applicable sanctions, export controls or AML legislation may be compromised;

(b) required information is not provided;

(c) information provided is inaccurate or misleading; or

(d) the transaction may expose the Company, its affiliates, insurers, advisers or banking partners to legal, regulatory or reputational risk.

The Company shall not be liable for any resulting delay, cancellation, loss, cost or damage.

16.5 Prohibited Re-exports

The Buyer shall not sell, transfer, export, re-export or otherwise make available the Goods to any person, entity, country or territory where doing so would breach applicable sanctions or export control laws.

16.6 Ongoing Compliance

The Buyer shall notify the Company immediately upon becoming aware of any circumstance that may cause a breach of this clause or affect the accuracy of any representation made under it.