Terms & Conditions Of Sale

(a) A person includes a natural person, corporate or unincorporated body (whether or not having

separate legal personality)

(b) A reference to a party includes its personal representatives, successors and permitted assigns

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A

reference to legislation or a legislative provision includes all subordinate legislation made under that

legislation or legislative provision

(d) Any words following the terms including, include, in particular, for example or any similar expression

shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms

(e) Clause headings shall not affect the interpretation of this document

(f) The term “delivery” shall include Delivery and Collection as such terms are defined in clause 6.2; and

(g) A reference to writing or written includes email but excludes fax.

2.1 These Conditions apply to the Contract to the exclusion of any other terms and conditions that the Buyer seeks to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.

2.2 To the extent permitted by law, the Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.

2.3 Any samples, drawings or advertising produced by any member of the STE Group and any illustrations contained in such catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. Any typographical, clerical or other error or omission in any document or information issued by STE IE or any other member of the STE Group shall be subject to correction without any liability on the part of STE IE or any other member of the STE Group.

2.4 In entering into the Contract, the Buyer acknowledges that it does not rely on any statement, representation, assurance or warranty howsoever made by STE IE or any authorised agent or representative (whether in relation to the application or use of the Goods or otherwise), that is not set out in the Contract.

2.5 A quotation for the Goods given by STE IE shall only be valid for a period of 20 Business Days from its date of issue. It shall not constitute an offer.

2.6 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions.

2.7 The Order shall only be deemed to be accepted when STE IE issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.8 The Buyer is responsible for ensuring that the terms of the Order (including the quantity, quality and description of the Goods) are complete and accurate and for giving to STE IE any other required information, in sufficient time, to enable STE IE to perform the Contract.

2.9 Without prejudice to clause 3.2, no Order which has been accepted by STE IE may be cancelled orchanged by the Buyer except with the agreement in writing of STE IE and on terms that the Buyershall indemnify STE IE in full against all losses (including any direct, indirect or consequential lossesand loss of profit), costs (including the cost of all labour and materials used), damages, charges andexpenses incurred by STE IE as a result of cancellation or change. For the sake of greater clarity, ifany change in delivery date(s), quantities or types of Goods is requested by the Buyer and is agreed to by STE IE at its discretion, the Buyer shall be liable for any increase in costs as a result of suchagreed change(s).

3.1 Without prejudice to clause 2.3, the Goods are described in the catalogues, brochures and other sales literature produced by STE Group.

3.2 STE IE reserves the right to change any specification of the Goods if required by any applicable statutory or regulatory requirements or which do not materially affect the quality or performance ofthe Goods. STE IE shall notify the Buyer in the event of such change. If such changes will materiallychange the nature or quality of the Goods, the Buyer may cancel the Order.

4.1 The price of the Goods shall be STE IE’s quoted price as set out in the Order or, where no price has been quoted (or a quoted price is no longer valid), the price listed in STE IE’s published price list current at the date of STE IE’s acceptance of the Order.

4.2 STE IE reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to STE IE which is due to:

(a) any delay caused by any instructions of the Buyer or failure of the Buyer to give STE IE adequate information or instructions; or

(b) any factor beyond the reasonable control of STE IE (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs).

4.3 The price of the Goods:

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

(b) includes the cost of delivery using methods of courier delivery deemed appropriate by STE IE. Where the Buyer requests a different method of delivery to that deemed appropriate by STE IE, the Buyer shall bear any extra costs of such method of delivery (provided always that this is considered suitable by STE IE given the nature of the Goods in question).

5.1 STE IE may invoice the Buyer for the Goods on or at any time after its acceptance of the Order.

5.2 The Buyer shall pay each invoice submitted by STE IE:

(a) by no later than the date stipulated for payment on the Buyer’s invoice for the Goods; and

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

5.3 If the Buyer fails to make any payment due to STE IE under the Contract by the due date then, without limiting any other right or remedy available to STE IE under clause 10 (Termination), STE IE shall be entitled to:-

(a) cancel the Contract or suspend any further deliveries to the Buyer;

(b) appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract between the parties) as STE IE may think fit; and

(c) charge the Buyer interest on the overdue sum, whether before or after judgment. Interest under this clause will accrue each at the rate of 4% a year above the European Central Bank’s main refinancing rate from time to time but at 4% a year for any period when that base rate is 0% or below 0%. Part of a month shall be treated as a full month for calculating interest.

5.4 All amounts due under the Contract from the Buyer shall be paid in full without any set-off, counter claim, deduction or withholding (other than any deduction or withholding of tax to the extent required by law).

6.1 Delivery shall be arranged by STE IE using carrier methods deemed appropriate by it at its sole discretion to locations within Ireland. STE IE does not sell or deliver Goods to locations outside Ireland.

6.2 The Goods shall either:

(a) be delivered by carrier to the Buyer (Delivery) at any time after STE IE has notified the Buyer that the Goods are ready for Delivery, unless otherwise agreed in writing, to the location set out in the Order or such other location as the parties may subsequently agree in writing (Delivery Location); or

(b) be collected by the Buyer (“Collection”) within 3 Business Days of STE IE notifying the Buyer that the Goods are ready for Collection unless agreed otherwise in writing, from STE IE’s premises at Ground Floor (Part), No.2 Stemple Exchange, Blanchardstown Corporate Park, Blanchardstown, Dublin 15, D15 E4FN (STE IE’s Premises).

6.3 Delivery is completed:

(i) in the case of Collection, on the loading of the Goods by STE IE at STE IE’s Premises;

(ii) in all other cases, on arrival of the carrier at the Delivery Location. Delivery is to kerbside only and the Buyer shall be responsible for the unloading of the Goods on arrival at the Delivery Location.

6.4 Any dates quoted for Delivery or Collection of the Goods are approximate only and time of delivery is not of the essence. The Goods may be delivered in advance of the quoted delivery date on giving reasonable notice to the Buyer.

6.5 Late delivery: STE IE shall not be liable for any delay in delivery of the Goods by reason of any cause beyond STE IE’s reasonable control or the Buyer’s failure to supply STE IE with adequate delivery or other instructions that are relevant to the supply of the Goods.

6.6 No delivery: If STE IE fails to deliver the Goods (or any instalment), STE IE’s liability shall be limited to the cost and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods or the value of the undelivered Goods, whichever is the lesser. STE IE shall have no liability for any failure to deliver the Goods (or any instalment) to the extent that such failure is for any cause beyond STE IE’s reasonable control or due to the Buyer’s fault, including the Buyer’s failure to supply STE IE with adequate delivery or other instructions that are relevant to the supply of the Goods.

6.7 Buyer’s fault: If the Buyer fails to (i) Collect the Goods within 3 Business Days or (ii) accept or take Delivery of the Goods, STE IE having notified the Buyer that the Goods are ready for Collection or Delivery as the case may be then, except where such failure or delay is caused by reasons beyond the Buyer’s reasonable control or STE IE’s failure to comply with its obligations in respect of delivery under the Contract in respect of the Goods, without limiting any other right or remedy available to STE IE:

(a) Delivery or Collection of the of the Goods, as the case may be, shall be deemed to have been completed at 9 am on the third Business Day after the day on which STE IE notified the Buyer that the Goods were ready; and

(b) Subject to clause 6.8, STE IE shall store the Goods until actual Delivery or Collection, as the case may be, takes place and charge the Buyer for all reasonable related costs and expenses (including insurance and re-delivery).

6.8 If ten Business Days after the day on which STE IE notified the Buyer that the Goods were ready for Delivery or Collection, the Buyer has not accepted or taken actual delivery of them or collected them, as the case may be, STE IE may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable costs and expenses including storage and selling costs, account to the Buyer for any excess over the price of the Goods in respect of which payment has been received by STE IE or charge the Buyer for any shortfall below the price of the Goods.

6.9 STE IE may deliver the Goods by instalments. Each instalment shall constitute a separate contract and shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-

(a) in the case of Collection, when STE IE loads the Goods onto the relevant vehicle; or

(b) in any other case, at the time of arrival of the Goods by carrier at the Delivery Location.

7.2 Property (title) in the Goods shall not pass to the Buyer until the earlier of:

(a) STE IE has received payment in full (in cash or cleared funds) for the Goods and all other goods STE IE has supplied to the Buyer, in which case title to the Goods shall pass at the time of payment of all of such sums; and

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

7.3 Until the property in the Goods has passed to the Buyer, the Buyer shall:

(a) store the Goods separately from all other goods of the Buyer and third parties and marked as STE IE’s property, so that they remain readily identifiable as the STE IE’s property;

(b) maintain the Goods in satisfactory condition and keep them properly stored, protected and insured against all risks for their full price from the date of completion of delivery (as set out in clause 6.3);

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

(d) give STE IE such information as STE IE may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Buyer;

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

7.4 Subject to clause 7.5, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business (but not otherwise) before STE IE receives payment for the Goods provided always that if the Buyer resells the Goods before that time:

(a) It does so as principal and not as STE IE’s agent; and

(b) property in the Goods shall pass from STE IE to the Buyer immediately before the time at which resale by the Buyer occurs.

7.5 At any time before property in the Goods passes to the Buyer, STE IE may:

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

(b) require the Buyer to deliver up all Goods in its possession that have not been resold and if the Buyer fails to do so promptly, to enter into any premises of the Buyer or a third party where the Goods are stored in order to recover them.

7.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain STE IE’s property, but if the Buyer does so all moneys owing to STE IE shall (without prejudice to any other right or remedy of STE IE) forthwith become due and payable.

8.1 Without prejudice to the generality of clause 2.3, any performance figures of the Goods in any sales or other literature are approximate only and shall have no contractual force.

8.2 STE IE warrants that on delivery and for a period of 24 months from delivery (“Warranty Period”), the Goods shall:

(a) conform with their description;

(b) be free from defects in design, material and workmanship;

(c) be fit for any purpose held out by STE IE.

8.3 Pre-conditions to exercising remedies: Subject to clause 8.4, provided that:

(a) the Buyer gives notice in writing to STE IE during the Warranty Period and within a reasonable time after discovery that some or all of the Goods do not comply with the warranty set out in clause 8.2:

(b) STE IE is given a reasonable opportunity of examining such Goods; and

(c) the Buyer (if asked to do so by STE IE) returns such Goods to STE IE’s place of business at the Buyer’s cost together with evidence in a form reasonably required by STE IE of the date of purchase (such as an invoice or receipt) STE IE shall, at its option, repair or replace the defective Goods, or refund the price paid for the defective Goods in full. For the sake of greater clarity, if this procedure is not followed by the Buyer, the Buyer shall not be entitled to reject the Goods and STE IE shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price of Goods in full.

8.4 Exclusions: STE IE shall not be liable for the Goods’ failure to comply with the warranty in clause 8.2 if:

(a) the Buyer makes any further use of such Goods after giving notice in accordance with clause 8.3 unless otherwise agreed by STE IE in writing acting reasonably;

(b) the defect arises because the Buyer failed to follow STE IE’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 Goods are altered or repaired without the written consent of STE IE; or

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.

8.5 Except as provided in this clause 8, STE IE shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 8.2.

8.6 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute (including without limitation sections 13-15 of the Sale of Goods Act 1893 (as amended by section 10 of the Sale of Goods and Supply of Services Act, 1980 (No. 16)) or common law are excluded to the fullest extent permitted by law.

8.7 These Conditions shall apply to any repaired or replacement Goods supplied by STE IE.

9.1 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.

9.2 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;

(c) breach of the terms implied by section 10 of the Sale of Goods and Supply of Services Act, 1980 (No. 16); or

(d) defective products under the Liability for Defective Products Act 1991.

9.3 Subject to clause 9.3, STE IE’s total liability to the Customer shall not exceed the price paid for the Goods.