ATLANTIC CHEMICALS TRADING IRELAND LTD

General Terms and Conditions for the sale of goods effective from 06th April 2021.

1. Interpretation

1.1
Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.

Delivery Date: the date specified in the Vendor’s Order.

Delivery Location: the address for delivery of Supplier Goods as set out in the Vendor’s Order.

Force Majeure Event: an event, circumstance, or cause beyond a party's reasonable control.

Mandatory Policies: the Vendor's business policies and codes as amended by notification to the Supplier from time to time.

Specification: any specification for the Supplier Goods, including any related plans and drawings, that is agreed in writing by the Vendor and the Supplier.

Supplier: the person or firm who sells the Supplier Goods to the Vendor.

Supplier Contract: the contract between the Vendor and the Supplier for the sale and purchase of the Supplier Goods in accordance with these Conditions.

Supplier Goods: the goods (or any part of them) set out in the Vendor’s Order.

Vendor: ATLANTIC CHEMICALS TRADING IRELAND LTD (registered in Ireland with its registered address at Derry Upper, Modeligo Co. Waterford, Ireland, company number 459131).

Vendor’s Order: the Vendor's order for the Supplier Goods, as set out in the Vendor’s order form.

2. Scope and Applicability

2.1
These Conditions apply to the Supplier Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate unless accepted expressly in writing by the Vendor, or which are implied by law, trade custom, practice or course of dealing, with the exclusion of the current version of the INCOTERMS which shall apply to these Conditions.

2.2
The Vendor’s Order constitutes an offer by the Vendor to purchase the Supplier Goods in accordance with these Conditions.

2.3
The Vendor’s Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Vendor’s Order; and
(b) the Supplier doing any act consistent with fulfilling the Vendor’s Order,
at which point the Supplier Contract shall come into existence.

2.4
The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3. Goods

3.1
The Goods are described in the Specification.

3.2
The Vendor reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirement, and the Vendor shall notify the Customer in any such event.

4. Delivery to Customer

4.1
The Vendor shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Vendor requires the Customer to return any packaging materials to the Vendor, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Vendor shall reasonably request. Returns of packaging materials shall be at the Vendor's expense.

4.2
The Vendor shall deliver the Goods to the location set out in the Order or such other location as the parties may agree, in particular based on the INCOTERMS (Delivery Location).

4.3
Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Vendor shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Vendor with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5
If the Vendor fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Vendor shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Vendor with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6
If the Customer fails to accept delivery of the Goods within three Business Days of the Vendor notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Vendor's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Vendor notified the Customer that the Goods were ready; and

(b) the Vendor shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7
If ten Business Days after the day on which the Vendor notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Vendor may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8
If the Vendor delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Vendor shall make a pro rata adjustment to the invoice for the Goods.

4.9
The Vendor 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.

4.10
All sales are subject to the supply by the Vendor’s suppliers of the Goods where applicable, as well as the safe arrival of the goods to be delivered.

5. Quality

5.1
The Vendor warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:

(a) conform in all material respects with their description and any applicable Specification;
(b) be of merchantable quality (within the meaning of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 (as amended)); and
(c) be fit for any purpose held out by the Vendor.

5.2
Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Vendor during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Vendor is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Vendor) returns such Goods to the Vendor's place of business at the Customer's cost, the Vendor shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3
The Vendor shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Vendor's oral or written instructions as to the storage, commissioning, 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 Vendor following any Specification supplied by the Customer;
(d) the Customer alters such Goods without the written consent of the Vendor;
(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 or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4
Except as provided in this clause 5, the Vendor shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5
The terms implied by sections 12 to 15 of the Sale of Goods Act 1893 (as amended) and section 12 of the Sale of Goods and Supply of Services Act 1980 are, to the fullest extent permitted by law, excluded from this Agreement.

5.6
These Conditions shall apply to any replacement Goods supplied by the Vendor.

6. Inspection of Goods

6.1
The Goods shall be inspected immediately after delivery at the Delivery Location or as soon as reasonably possible.

6.2
If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Vendor's undertakings at clause 5.1, the Customer shall inform in writing the Vendor within 3 business days of the defect and the Vendor shall immediately take such remedial action as is necessary to ensure compliance.

6.3
If inspection is not possible upon delivery, the Customer may take a sample in order to be inspected by an expert. The Customer shall inform promptly in writing within 48 hours of the need of an expert to carry out the inspection. The inspection by the expert must be carried out at the latest within 3 weeks of the sample taken, unless the inspection by the expert required a longer period of time.

6.4
If a defect later becomes apparent, which was not apparent at the time of delivery or it was not apparent with the assistance of an expert within the aforementioned time limits (hidden defect), the Customer must notify the Vendor according to clauses 6.2 and 6.3 from the day the defect is discovered.

6.5
The Customer may conduct further inspections and tests after the Vendor has carried out its remedial actions.

7. Title and risk

7.1
The risk in the Goods shall pass to the Customer on completion of delivery unless agreed otherwise (in particular based on the INCOTERMS).

7.2
Title to the Goods shall not pass to the Customer until, the earlier of:

(a) the Vendor receives payment in full for the Goods and any other goods that the Vendor has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.

7.3
Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Vendor's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Vendor immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and

(e) give the Vendor such information as the Vendor may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.

7.4
Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Vendor receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Vendor’s agent; and
(b) title to the Goods shall pass from the Vendor to the Customer immediately before the time at which resale by the Customer occurs.

7.5
At any time before title to the Goods passes to the Customer, the Vendor may:

(a) by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product 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.

8. Price and payment

8.1
The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Vendor's published price list in force as at the date of delivery.

8.2
The Vendor may, by giving notice to the Customer at any time up to 14 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Vendor's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Vendor adequate or accurate information or instructions.

8.3
The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Vendor at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.4
The Vendor may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.5
The Customer shall pay each invoice submitted by the Vendor:

(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Vendor and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Vendor, and time for payment shall be of the essence of the Contract.

8.6
If the Customer fails to make a payment due to the Vendor under the Contract by the due date, then, without limiting the Vendor's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the interest rate applied by the European Central Bank from time to time, but at 4% a year for any period when that base rate is below 0%.

8.7
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Limitation of liability

9.1
The Vendor has obtained adequate insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Vendor has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2
The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) defective products under the Liability for Defective Products Act 1991 (as amended).

9.4
Subject to clause 9.3, the Vendor's total liability to the Customer shall not exceed 75% of the purchase price.

9.5
Subject to clause 9.3, the following types of loss are wholly excluded:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

9.6
This clause 9 shall survive termination of the Contract.

10. Termination

10.1
Without limiting its other rights or remedies, the Vendor may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering examinership, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2
Without limiting its other rights or remedies, the Vendor may suspend provision of the Goods under the Contract or any other contract between the Customer and the Vendor if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or the Vendor reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3
Without limiting its other rights or remedies, the Vendor may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.4
On termination of the Contract for any reason the Customer shall immediately pay to the Vendor all of the Vendor's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Vendor shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.5
Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.6
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues after the above mentioned period for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.

12. General

12.1
Assignment and other dealings.

(a) The Vendor may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over 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, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Vendor.

12.2
Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(b).

(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of
exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this
clause 12.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12.3
Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.4
Variation.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.5
Waiver.

Except as set out in clause 12.4, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.6
Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended mcommercial result of the original provision.

12.7
Governing law.

The 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, shall be governed by and construed in accordance with the laws of Ireland.

12.8
Jurisdiction.

Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

ATLANTIC CHEMICALS TRADING IRELAND LIMITED

General Terms and Conditions for the purchase of goods effective from 06th April 2021.

1. Interpretation

1.1
Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.

Supplier Contract: the contract between the Vendor and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Vendor.

Delivery Date: the date specified in the Order

Delivery Location: the address for delivery of Supplier Goods as set out in the Vendor’s Order.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Mandatory Policies: the Vendor's business policies and codes as amended by notification to the Supplier from time to time.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier Goods: the goods (or any part of them) set out in the Vendor’s Order.

Supplier: the person or firm who sells the Goods to the Vendor.

Vendor’s Order: the Vendor's order for the Goods, as set out in the Vendor’s order form.

Vendor: ATLANTIC CHEMICALS TRADING UK LTD (registered in England and Wales with registered address at 132-134 College Road, Harrow, Middlesex, HA1 1BQ, company number 04679038)

2. Scope and Applicability

2.1
These Conditions apply to the Supplier Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate unless accepted expressly in writing by the Vendor, or which are implied by law, trade custom, practice or course of dealing, with the exclusion of the current version of the INCOTERMS which shall apply to these Conditions.

2.2
The Vendor’s Order constitutes an offer by the Vendor to sell the Supplier Goods in accordance with these Conditions.

2.3
The Vendor’s Order shall be deemed to be accepted on the earlier of:

(a) the Supplier issuing a written acceptance of the Vendor’s Order; and

(b) the Supplier doing any act consistent with fulfilling the Vendor’s Order, at which point the Contract shall come into existence.

2.4
The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3. The Supplier Goods

3.1
The Supplier shall ensure that the Supplier Goods shall:

(a) correspond with their description and any applicable Specification;

(b) be of merchantable quality (within the meaning of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 (as amended)) and fit for any purpose held out by the Supplier or made known to the Supplier by the Vendor expressly or by implication, and in this respect the Vendor relies on the Supplier's skill and judgement;

(c) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Supplier Goods.

3.2
The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Supplier Contract.

3.3
The Vendor may inspect and test the Supplier Goods at any time before delivery. The Supplier shall remain fully responsible for the Supplier Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Supplier Contract.

3.4
If following such inspection or testing the Vendor considers that the Supplier Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Vendor shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5
The Vendor may conduct further inspections and tests after the Supplier has carried out
its remedial actions.

4. Delivery

4.1
The Supplier shall ensure that:

(a) the Supplier Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

(b) each delivery of the Supplier Goods is accompanied by a delivery note which shows the date of the Vendor’s Order, the Vendor’s Order number (if any), the type and quantity of the Supplier Goods (including the code number of the Supplier Goods, where applicable), special storage instructions (if any) and, if the Supplier Goods are being delivered by instalments, the outstanding balance
of Supplier Goods remaining to be delivered; and

(c) if the Supplier requires the Vendor to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2
The Supplier shall deliver the Supplier Goods:

(a) on the Delivery Date;
(b) at the Delivery Location; and
(c) during the Vendor's normal business hours, or as instructed by the Vendor.

4.3
Delivery of the Supplier Goods shall be completed on the completion of unloading the Supplier Goods at the Delivery Location.

4.4
If the Supplier:

(a) delivers less than 95% of the quantity of Supplier Goods ordered, the Vendor may reject the Supplier Goods; or
(b) delivers more than 105% of the quantity of Supplier Goods ordered, the Vendor may at its discretion reject the Supplier Goods or the excess Supplier Goods and any rejected Supplier Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Supplier Goods ordered, and the Vendor accepts the delivery, a pro rata adjustment shall be made to the invoice for the Supplier Goods.

4.5
The Supplier shall not deliver the Supplier Goods in instalments without the Vendor's prior written consent. Where it is agreed that the Supplier Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Vendor to the remedies set out in clause 5.

5. Vendor remedies

5.1
If the Supplier Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Supplier Goods, the Vendor may exercise any one or more of the following rights and remedies:

(a) to terminate the Supplier Contract;
(b) to reject the Supplier Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
(c) to require the Supplier to repair or replace the rejected Supplier Goods, or to provide a full refund of the price of the rejected Supplier Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Supplier Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by the Vendor in obtaining substitute goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Vendor which are in any way attributable to the Supplier's failure to carry out its obligations under the Supplier Contract.

5.2
If the Supplier Goods are not delivered on the Delivery Date the Vendor may, at its option, claim or deduct by way of liquidated damages 1% of the price of the Supplier Goods for each week's delay in delivery until the earlier of delivery or termination or abandonment of the Supplier Contract by the Vendor, up to a maximum of 5% of the total price of the Supplier Goods. If the Vendor exercises its rights under this clause 5.2,
it shall not be entitled to any of the remedies set out in clause 5.1 in respect of the Supplier Goods' late delivery (but such remedies shall be available in respect of the Supplier Goods' condition).

5.3
These Conditions shall apply to any repaired or replacement Supplier Goods supplied by the Supplier.

5.4
The Vendor's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk

Title and risk in the Supplier Goods shall pass to the Vendor on completion of delivery unless agreed otherwise (in particular based on the INCOTERMS).

7. Price and payment

7.1
The price of the Supplier Goods shall be the price set out in the Vendor’s Order.

7.2
The price of the Supplier Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Vendor shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) includes the costs of packaging, insurance and carriage of the Supplier Goods.

7.3
No extra charges shall be effective unless agreed in writing with the Vendor.

7.4
The Supplier may invoice the Vendor for price of the Supplier Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Vendor’s Order, the invoice number, the Supplier's VAT registration number and any supporting documents that the Vendor may reasonably require.

7.5
The Vendor shall pay correctly rendered invoices as agreed with the Supplier. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6
If a party fails to make any payment due to the other party under the Supplier Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the interest rate applied by the European Central Bank from time to time, but at 4% a year
for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

7.7
The Vendor may at any time, without notice to the Supplier, set off any liability of the Supplier to the Vendor against any liability of the Vendor to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Supplier Contract. If the liabilities to be set off are expressed in different currencies, the Vendor may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Vendor of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Supplier Contract or otherwise.

8. Indemnity

8.1
The Supplier shall indemnify the Vendor against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full
indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Vendor as a result of or in connection with:

(a) any claim made against the Vendor for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, supply or use of the Supplier Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

(b) any claim made against the Vendor by a third party for death, personal injury or damage to property arising out of or in connection with defects in Supplier Goods, to the extent that the defects in the Supplier Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

(c) any claim made against the Vendor by a third party arising out of or in connection with the supply of the Supplier Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Supplier Contract by the Supplier, its employees, agents or subcontractors.

8.2
This clause 8 shall survive termination of the Supplier Contract.

9. Insurance

During the term of the Supplier Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Supplier Contract, and shall, on the Vendor's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

10. Confidentiality

10.1
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2

10.2
Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Supplier Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential
information comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3
Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Supplier Contract.

11. Compliance with relevant laws and policies

11.1
In performing its obligations under the Supplier Contract, the Supplier shall:

(a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and

(b) comply with the Mandatory Policies.

11.2
The Vendor may immediately terminate the Supplier Contract for any breach of clause 11.

12. Termination

12.1
The Vendor may terminate the Supplier Contract in whole or in part at any time before delivery of the Supplier Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Supplier Contract. The Vendor shall pay the Supplier fair and reasonable compensation for any work in progress on the Supplier Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

12.2
Without limiting its other rights or remedies, the Vendor may terminate the Supplier Contract with immediate effect by giving written notice to the Supplier if:

(a) the Supplier commits a material breach of any term of the Supplier Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the Supplier takes any step or action in connection with its entering examinership, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Supplier Contract is in jeopardy.

12.3
On termination or expiry of the Supplier Contract, the Supplier shall immediately return all of the Vendor’s materials to the Vendor. If the Supplier fails to do so, then the Vendor may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Supplier Contract.

12.4
Termination or expiry of the Supplier Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Supplier Contract which existed at or before the date of termination or expiry.

12.5
Any provision of the Supplier Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Supplier Contract shall remain in full force and effect.

13. Force majeure

Neither party shall be in breach of the Supplier Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Supplier Contract if such delay or failure results from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues after the above-mentioned period for four weeks, the party not affected may terminate the Supplier Contract by giving seven days' written notice to the affected party.

14. General

14.1
Assignment and other dealings

(a) The Vendor may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Supplier Contract.

(b) The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Supplier Contract without the prior written consent of the Vendor.

14.2 Subcontracting.
The Supplier may not subcontract any or all of its rights or obligations under the Supplier Contract without the prior written consent of the Vendor. If the Vendor consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

14.3 Entire agreement.
The Supplier Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.4 Variation.
Except as set out in these Conditions, no variation of the Supplier Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Vendor.

14.5 Waiver.
Except as set out in clause 14.4, no failure or delay by a party to exercise any right or remedy provided under the Supplier Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.6 Severance.
If any provision or part-provision of the Supplier Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Supplier Contract is deemed deleted under this clause 14.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the
 ntended commercial result of the original provision.

14.7 Governing law.
The Supplier Contract, and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of Ireland.

14.8 Jurisdiction.
Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Supplier Contract or its subject matter or formation.