Conditions of Sale   1.0 General Conditions 1.1 In these Conditions of Sale, “The Company” refers to Abrel Products Ltd. “The Buyer” refers to the company or entity purchasing the goods from the Company. “The Goods” means the goods, the subject matter of the relevant order or contract of sale. 1.2 No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyer's order has been accepted by the Company. In the event that the Buyer's order seeks to make the sale subject to terms different from these conditions, acceptance is effected by a formal order acknowledgement and shall be deemed to be a fresh offer by the Company on the basis of these Conditions, in which event (unless these conditions are accepted by the Buyer prior to delivery) acceptance of delivery of the Goods by the Buyer shall constitute acceptance of the Company's offer, and the contract of sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except insofar as the conditions are expressly consented to in writing by the Company. 1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. 1.4 No representation, claim, drawings, illustrations, specification or price given in any advertising or promotional literature of the Company shall form part of the contract unless specifically stated in the accepted order or specification for or of the Goods. 1.5 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or EU requirements or, where the goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance. 2.0 Price 2.1 The provision of pricing and other information relating to the goods by the Company to the Buyer does not amount to an offer by the Company to sell the Goods at that price or on any other terms. Supply of such information is only an invitation to trade. An order by the Buyer for the Goods shall be the offer. 2.2 Unless otherwise specified prices payable for the Goods are exclusive of delivery charges, insurance costs, packaging costs or other special handling charges. 2.3 All orders received by the Company are subject to delivery charge for each customer order received. This exception to this will be if the Buyer furnishes his courier account details to the Company. Unless otherwise stated the Company shall enter into a contract for delivery of the order to the address of the Buyer. 2.4 All quotes issued by the Company are valid for 30 days from the date of issue and must be reconfirmed if ordering after this period. 2.5 All prices are exclusive of VAT and similar taxes. All such applicable taxes will be levied on the Buyer at the time of invoice. 3.0 Order Cancellation 3.1 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by the Buyer. Once an order has been placed on the Company by the Buyer, that order cannot be cancelled and will be treated as irrevocable by the Company. 4.0 Despatch 4.1 Unless otherwise specified the price quoted is packed ex-Company warehouse. An extra amount will be levied to cover delivery and insurance costs. An additional delivery charge may be made to cover any extra costs involved for delivery to an address, which is different to the Buyer’s normal delivery address. 4.2 Should expedited delivery be agreed an extra amount may be charged to cover any additional costs involved. 4.3 Should work be suspended at the request of, or delayed through any default of, the Buyer for a period of 30 days or more, the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional cost including storage. 4.4 Any date or time quoted for despatch is to be treated as an estimate only. Despatch may be postponed or delayed due to conditions beyond the Company’s reasonable control, and in no event shall the Company be liable for any damages or penalties for delay in despatch or delivery. 4.5 If requested by the Buyer, the Company may deliver the Buyer’s order in instalments; each instalment will be treated as a separate delivery. 5.0 The Goods 5.1 In the event of the Buyer purchasing the Goods by description the provisions of Section 13 of the Sale of Goods Act, 1893 (which implies the term that the Goods shall correspond with their description) shall not apply to the contract between the Company and the Buyer. 5.2 The Company makes and gives no warranty condition or representation in regard to the Goods save as herein expressly stated and it shall not be a condition of the contract of sale that the Goods supplied hereunder are fit for the purpose for which the Buyer wants them, whether or not this purpose has been made known to the Company and/or are of merchantable quality. The Buyer accepts that prior to agreeing to purchase the Goods hereunder he has satisfied himself as to their fitness for his purpose and as to their merchantable quality in regard to the use for which he requires them and has not relied upon the Company’s skill, judgment or representations, if any, before so satisfying himself. 6.0 Credit Policy and Payment Information 6.1 Invoices are issued and dated on the date of despatch of the goods. Provided a credit account has been approved and unless otherwise specifically agreed, all invoices are payable, in full without any offset or deduction, within 30 days date of invoice. 6.2 If credit terms have not been agreed by the Company, payment must be made in full at the time of placing the order for the Goods. 6.3 All invoices are posted to the Buyer’s normal trading address. 6.4 The Buyer must inform the Company within 5 working days from the invoice date of any discrepancies or errors on an invoice. If the Buyer does not, the Company will assume that the Buyer accepts all information noted on the Company’s invoice. 6.5 The Company reserves the right to remove credit facilities and stop supplying Goods at any time. 6.6 The Company accepts Cheques, Draft, Transfer and Visa as methods of payment 6.7 At the Company’s discretion, interest may be charged on overdue accounts at the rate of Irish Central Bank Base rate +5% and will be accrued on a daily basis until such time as the account is settled. 7.0 Additional costs 7.1 All work carried out additional to that specified in the relevant quotation or order, whether material or otherwise, shall be charged for. 8.0 Retention of Title 8.1 Notwithstanding delivery and the passing of risk, the property in the Goods shall remain in the Company, until the Buyer has paid all monies owed by it to the Company under this or any other contract or otherwise. If any of the Goods are processed into, incorporated in, used as materials for or mixed with other goods or materials prior to such payment, the property (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or admixture and shall remain with the Company until payment of all such monies as specified in this Condition. Until such payment is made the Buyer shall possess all goods and material the property in which is vested in the Company by virtue of this Condition on a fiduciary basis only and if the Company so requires the buyers shall store such goods and materials at no extra cost to the Company so that they are clearly identified as belonging the Company. The Company without prejudice to any of its other rights and remedies may recover and resell any or all of such Goods or materials and may enter upon the Buyers premises for that purpose. The Buyer has the right to sell for the account of the Company any Goods or materials the properties in which vested in the Company by virtue of this Condition. In such event the Company shall be entitled to, and the Buyer shall be under a fiduciary duty to account to the Company for, the proceeds of such sale to the extent that the Buyer owes any monies to the Company. In addition, the Company shall be entitled to make a claim directly against the Buyer's customer for any purchase monies unpaid by the customer and the Company shall be entitled to retain from any monies recovered from the customer all monies due to the Company from the Buyer plus all costs and expenses involved in making the claim. If there is any excess the Company will return this to the Buyer. The authority hereby granted to the Buyer to pass property in the goods or materials shall not extend to any sale of the goods or materials in the course of a sale of the entire or substantially the entire of the Buyer’s business or undertaking pursuant to a sale of the Buyer’s stock-in-trade preparatory to a cessation of the Buyer of business or of trade in goods similar to the Goods. 8.2 On the happening of any of the following events the authority of the Buyer to sell the Goods shall terminate immediately and all the Goods, the property of the Company, shall be immediately delivered to the Company:- 8.2.1 any notice to the Buyer or the Company that a receiver, manager, administrator, administrative receiver or similar officer of or over the business or any part of the business of the Buyer is to be or has been appointed; 8.2.2 any notice to the Buyer or the Company that a petition to wind-up the Buyer is to be or has been presented or any notice of a resolution to wind up the Buyer (other than for the purposes of a bona fide reconstruction or amalgamation on terms previously approved in writing by the Company); 8.2.3 any decision by the Buyer that the Buyer intends to make an arrangement with its creditors; 8.2.4 the insolvency of the Buyer within the meaning of Section 62(3) of the Sale of Goods Act, 1893 (as amended); and 8.2.5 any notice to the Buyer or the Company of the appointment of an examiner to the Buyer under the provisions of the Companies (Amendment) Act, 1990 (as amended). 8.3 Notwithstanding the preceding Condition, all risk in respect of the Goods shall be assumed by the Buyer upon delivery of the same to him. 8.4 The Buyer's property and all property supplied to the Company by or on behalf of the Buyer shall, while it is in possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer's risk and the Buyer shall insure accordingly. 8.5 The Company shall be entitled to make a reasonable charge for the storage of any of the Buyers property left with the Company before receipt of the order notification to the Buyer on completion of the work. 9.0 Loss or Damage in Transit or Non-Delivery 9.1 The Buyer shall examine the Goods immediately on receipt of same. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the Goods, or in the case of non-delivery, 5 working days after the due date for delivery. 10.0 Late Delivery 10.1 Whilst the Company will endeavour to deliver the Goods in accordance with the Buyer's requirements, the Company will not be liable for any consequences of late delivery howsoever caused. 11.0 Defective Product 11.1 The Company's liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Buyer in respect of : - 11.1.1 any indirect or consequential loss or damage, sustained by the Buyer howsoever caused; or 11.1.2 any economic losses (including, without limitation, loss or revenues, profits, contracts, business or anticipated savings); or 11.1.3 any expenditure incurred by the Buyer in respect of Goods alleged to be defective; or 11.1.4 any Goods which have been processed in any way by the Buyer or damaged after the risk in the Goods has passed to the Buyer; or 11.1.5 any liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval; or 11.1.6 any liability under any warranty, condition or guarantee (whether express or implied) if the total price for the Goods has not been paid by the due date for payment; or 11.1.7 any loss of goodwill or reputation; provided, always that these Conditions do not exclude or restrict the Company's liability for death or personal injury from its negligence. 12.0 Returns 12.1 Any request for a return for any reason whatsoever must be approved in advance by the Company’s customer service department. Any request for a return must be made within 5 working days of the date of invoice. 12.2 A Return Authorisation Number must first be obtained from the Company customer service department. Returned goods must be accompanied by a copy of the original invoice relating to their purchases. 12.3 Return of cancelled orders will be at the sole discretion of the Company. 12.3 It is the responsibility of the Buyer to ensure that any Goods returned are properly insured. 13.0 Intellectual Property Rights 13.1 The Buyer shall be responsible for any infringement with regard to patent, utility, model, trademark, design, copyright or other intellectual property right in any country without exception when such infringement is due to the Company having followed the design or instruction furnished by the Buyer. The Buyer shall be liable for and indemnify the Company against all loss, damages and expenses suffered or incurred by the Company as a result of any such infringement. In case any dispute and/or claim arises in connection with the above infringement, the Company reserves every and all rights to cancel and make null and void the contract at its discretion and hold the Buyer responsible for any loss caused thereby to the Company. Nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright in the Goods or in any product that the Goods can produce and all such rights are to be expressly reserved to the true and lawful owners thereof. 14.0 Force Majeure 14.1 The Company reserves the right to cancel, vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lock-outs, riots, hostilities, non-availability of materials or supplies or any other event outside the control of the Company and the Company shall not be held liable for any breach of contract resulting from such events. 15.0 Cancellation 15.1 The Company may withhold or cancel further or any deliveries under the contract of sale or may recover all losses resulting therefrom if any of the events set out in Retention of Title detailed above or if the Buyer: - 15.1.1 fails to make payment on the due date under any contract with the Company; or 15.1.2 is in breach of any of the terms and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights). The exercise of rights under Retention of Title shall be without prejudice to the Company's other rights of remedies. 16.0 Applicable Law 16.1 These Conditions of Sale shall be construed in accordance with Irish Law. 17.0 Severability 17.1 If any provision of these Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. 18.0 Assignment 18.1 The Company may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. The Buyer may not assign or transfer any of its obligations. © Abrel Products Limited 2010