3. ORDERS AND SPECIFICATIONS

3.1. Formation of Contract

3.1.1. A Contract shall be formed when the Seller accepts the Buyer’s order. The Seller may

accept an order by any of the following means (without the need for a separate formal

acceptance letter):

(a) issuing a pro-forma invoice, commercial invoice, or order acknowledgement to the Buyer; or

(b) commencing performance of the order, which shall include (without limitation) ordering

materials, commencing manufacture, or arranging for the provision of the Services.

3.1.2. For the avoidance of doubt, the Seller is not obliged to issue a separate written

confirmation of acceptance, and the Buyer’s order shall be deemed accepted upon the

occurrence of any of the events set out in Clause 3.1.1.

3.1.3. The Buyer acknowledges that these Conditions shall govern the Contract from the

moment of formation, regardless of whether the Buyer has physically signed or returned a copy

of these Conditions.

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any

order (including any applicable specification) submitted by the Buyer, and for giving the Seller

any necessary information relating to the Goods or Services within a sufficient time to enable

the Seller to perform the Contract in accordance with its terms.3.3. The quantity, quality and description of any specification for the Goods and/or Services

shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if

accepted by the Seller).

3.4. If the Goods are to be manufactured or any process is to be applied to the Goods by the

Seller in accordance with a specification submitted by the Buyer, the Buyer warrants that it

holds all necessary rights, title, and interest in and to such specification. The Buyer shall

indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred

by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any

claim for infringement of any patent, copyright, design, trade mark or other industrial or

intellectual property rights of any other person which results from the Seller’s use of the Buyer’s

specification.

3.5. The Seller reserves the right to make any changes in the specification of the Goods which

are required to conform to any applicable statutory or Governmental requirements or, where the

Goods are to be supplied to the Seller’s specification.

3.6. No order which has been accepted by the Seller may be cancelled by the Buyer except with

the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in

full against all loss (including loss of profit), costs (including the cost of all labour and materials

used), damages, charges and expenses incurred by the Seller as a result of cancellation.

3.7. The Seller reserves the right to make without notice any changes in material, specifications,

or design of the Goods which having regard to all the circumstances it considers to be

reasonable or desirable but which do not affect the operational requirements of the goods and

such changes shall not affect the validity of the contract.

3.8. Although every reasonable precaution will be taken to ensure accuracy of such information,

all descriptive matter, colours, dimensions and other documentation supplied by the Seller and

the descriptions and illustrations contained in its catalogues, website, prices lists and other

advertising matter are approximate only and are intended merely to describe generally the

goods. They are not, unless it is expressly so stated in the Contract, deemed to form any part or

parts of the Contract of sale and are not to be regarded as a warranty or representation.

3.9. Although every reasonable effort will be made by the Seller to match colour and materials

the Seller cannot guarantee that no variation in such colour or materials may occur.

4. PRICE OF THE GOODS

4.1. The price of the Goods shall be the Seller’s quoted price in the currency specified in the

quotation (which may be Euro or the currency of the Buyer’s location). All prices quoted are

valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be

altered by the Seller without giving notice to the Buyer.

4.2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to

increase the price of the Goods to reflect any increase in the cost to the Seller which is due to

any factor beyond the control of the Seller (such as, without limitation, any foreign exchange

fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour,

materials or other costs of manufacture, transport), any change in delivery dates, quantities or

specifications for the Goods which is requested by the Buyer, or any delay caused by any

instructions of the Buyer or failure of the Buyer to give the Seller adequate information or

instructions.4.3. The price of the Goods is exclusive of any applicable value added tax, other forms of Sales

Tax and other taxes which the Buyer shall be additionally liable to pay to the Seller.

4.4. Installation is not included in the price of the Goods unless specifically stated or agreed in

writing.

5. ANNUAL CONNECTIVITY AND MAINTENANCE SERVICE

5.1. In addition to the purchase of the Goods, the Seller offers the Annual Service which

includes:

5.1.1. ongoing remote connectivity for the Goods;

5.1.2. software updates and patches as the Seller may issue from time to time; and

5.1.3. the Extended Warranty as set out in Clause 9.2.

5.2. The Annual Service is provided for a period of one (1) year from the date of delivery of the

Goods (the “Initial Term”).

5.3. Upon expiry of the Initial Term, the Annual Service shall automatically renew for successive

one (1) year periods (each a “Renewal Term”) unless either party provides written notice of non-

renewal to the other at least 30 days prior to the end of the then-current term.

5.4. The fee for the Annual Service shall be as set out in the Seller’s quotation or invoice. The

Seller shall issue an invoice for the upcoming Renewal Term at the start of the month prior to the

expiry of the then-current term. The fee set out in such invoice may be higher than the fee for the

previous term. The Buyer shall have the right to cancel the Annual Service by giving written

notice to the Seller within 7 days of the date of the invoice. If the Buyer cancels within this

period, the cancellation shall take effect at the end of the then-current term and the Buyer shall

have no further obligation to pay the Annual Service fee for the upcoming term. If the Buyer does

not cancel within the 7-day period, the Buyer shall be deemed to have accepted the new fee

and the Annual Service shall automatically renew for the forthcoming Renewal Term at the fee

set out in the invoice

5.5. The Extended Warranty provided under this Clause 5 is conditional upon the Buyer having

paid the Annual Service fee in full and being up-to-date with all payments due. If the Buyer fails

to pay the Annual Service fee by the due date, or if the Annual Service is cancelled or not

renewed, the Extended Warranty shall immediately terminate and revert to the Standard

Warranty set out in Clause 9.1 (or cease entirely if the Standard Warranty period has already

expired).

6. TERMS OF PAYMENT

6.1. The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled,

but without any other deduction) as per the terms set out in the contract and on the sales

invoice. Receipts for payment will be issued only upon request. Lvlogics Limited standard

payment terms are:

6.1.1. Credit terms are strictly based on invoice date irrespective of delivery mode whether that

is air or sea freight or delivery terms whether that is FOB, DDU, DAP or EXW.

6.1.2. 15 days after invoice date (upon completion of Credit Request Application Form and

approval by Lvlogics Limited to receive credit account).6.1.3. The Annual Service fee shall be invoiced annually in advance, on or around the

anniversary of the delivery date of the Goods. Payment for the Annual Service is due within the

same 15-day terms set out in Clause 6.1.2 and is subject to the same late payment provisions

set out in this Clause 6.

6.2. If the Buyer fails to make any payment by the invoice due date then, without prejudice to

any other rights or remedies available to the Seller, the Seller shall be entitled to:

6.2.1. cancel the contract or suspend any further deliveries/commitments to the Buyer;

6.2.2. appropriate any payment made by the Buyer to such of the Goods and/or Services (or the

goods supplied under any other contract between the Buyer and the Seller) as the Seller may

think fit (notwithstanding any purported appropriation by the Buyer);

6.2.3. cancel any voluntary commercial warranty which would otherwise be applicable in

relation to any Goods and/or Services supplied to the Buyer;

6.2.4. charge the Buyer interest (both before and after any judgement) on the amount unpaid, at

a rate of 4% per annum above Allied Irish Banks, p.l.c. base rate from time to time, until payment

in full is made (a part of a month being treated as a full month for the purpose of calculating

interest); and

6.2.5. demand of the Buyer the full price for the Goods supplied before the application of any

discounts or reductions;

6.2.6. demand the immediate payment of all payments outstanding in respect of the Goods and

of any other goods, works or services under any other contract notwithstanding the fact that the

date for payment may not have fallen due.

6.3. The Buyer shall fully indemnify the Seller on demand against any legal or other expenses

incurred by the Seller in the collection of any outstanding payment from the Buyer on any

account including without limitation any legal costs, disbursements and bank charges incurred.

6.4. The buyer shall not have the right to withhold payment in full or part of sums due in relation

to any Contract by way of set off or otherwise and shall make payment in full relying upon the

company’s applicable warranty as regards any alleged defects or claim.

7. DELIVERY & RETURNS

7.1. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be

liable for any delay in delivery of the Goods howsoever caused. Exact times for delivery shall not

be of the essence, approximate lead times will be agreed (e.g. 4 weeks). The Goods may be

delivered by the Seller in advance of the quoted delivery date upon reasonable notice to the

Buyer.

7.2. All goods comprised in any Contract may at the option of the Seller be delivered and/or

invoiced separately.

7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a

separate contract and failure by the Sender to deliver any one or more of the instalments in

accordance with these Conditions or any claim by the Buyer in respect of any one or more

instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.

7.4. All Goods must be examined on behalf of the Buyer immediately on delivery.7.5. Any claim for non-delivery of any Goods shall be notified in writing by the Buyer to the Seller

within 14 days of the date quoted for delivery.

7.6. Any claim that any Goods have been delivered damaged, or do not comply with their

description, shall be notified by the Buyer to the Seller within 3 days of delivery. If it is not

reasonably practicable for the goods to be unwrapped within 3 days of delivery then the time

period shall be extended to a reasonable time from the time that the particular goods are

actually unwrapped, provided that notification is made within the warranty period applicable to

the Goods. If packaging is visibly damaged, notification shall be made at or immediately after

the time of delivery, even if it is not then practicable to establish whether actual damage has

occurred to the Goods.

7.7. If the Buyer is unable to accept the Goods for any reason, or if the Seller is unable to deliver

owing to inadequate delivery instructions being provided by the Buyer, the Seller may deliver the

Goods ex works and so notify the Buyer (which shall constitutes delivery) and the Seller may

deliver an invoice for such Goods and further look to the Buyer for all costs, charges and

expenses incurred by the Seller including but not limited to storage and handling expenses.

7.8. Returning Incorrect Goods:

7.8.1. If the buyer receives Goods that are incorrect, caused by a mistake made by the Seller in

delivery or by the sellers incorrect description or information, the buyer has the right to return

them in exchange for a refund or a replacement, subject to the provisions of this Clause 7.8.

This Clause 7.8 does not apply to Goods that the buyer is merely not satisfied with or to Goods

that are faulty. For Goods that the buyer is dissatisfied with or faulty Goods, please see Clauses

7.9 or 7.10 respectively.

7.8.2. If the buyer wishes to return Goods to the Seller under this Clause 7.8, the buyer must do

so within a reasonable time of taking delivery.

7.8.3. All Goods must be returned to the Seller under this Clause 7.8 in their original condition,

in their original, un-opened packaging, accompanied by proof of purchase.

7.8.4. The buyer may return Goods to the Seller by post or another suitable delivery service of

their choice. For Goods returned under this Clause 7.8, the Seller will reimburse the Buyer for

any reasonable postage or shipping costs.

7.8.5. Refunds or replacements will be issued to the Buyer immediately upon the Seller’s

receipt and inspection of the returned Goods.

7.9. Returning Goods If the Buyer Changes their Mind

7.9.1. If the Buyer is not satisfied with any Goods purchased from the Seller, they have the right

to return them in exchange for a refund or a replacement, subject to the provisions of this

Clause 7.9. This Clause 7.9, does not apply to Goods that are faulty. For incorrect or faulty

Goods please refer to Clauses 7.8 or 7.10 respectively.

7.9.2. If the Buyer wishes to return Goods to the Seller under this Clause 7.9, they must do so

within 7 working days of taking delivery.

7.9.3. All Goods must be returned to the Seller under this Clause 7.9 in their original condition,

in their original, un-opened packaging, accompanied by proof of purchase.7.9.4. The Buyer may return Goods to the Seller by post or another suitable delivery service of

your choice. The Buyer is solely responsible for the cost of returning Goods to the Seller under

this Clause 7.9.

7.9.5. Refunds or replacements will be issued to the Buyer immediately upon the Seller’s

receipt and inspection of the returned Goods.

7.9.6. Note for Consumers: If you are contracting as a consumer, unless you have already

installed the product, you have a statutory right to cancel this Contract within 14 days without

giving any reason, in accordance with SI 484/2013.

7.10. Returning Damaged or Faulty Goods

7.10.1. If the Buyer receives Goods that are damaged or faulty they have the right to return them

in exchange for a refund, replacement or repair, subject to the provisions of this Clause 7.10.

This Clause 7.10 does not apply to Goods that are incorrect or Goods that you wish to return

because you have changed your mind. Please refer to Clauses 7.8 or 7.9 above for incorrect

Goods or returns if you have changed your mind.

7.10.2. If the Buyer wishes to return Goods to the Seller under this Clause 7.10, please do so as

soon as reasonably possible after discovering the damage or fault and in any event within the

warranty period applicable to the Goods. Please contact the Seller to inform the Seller of the

fault and to arrange the return and the Buyers refund, replacement or repair.

7.10.3. This Clause 7.10 only applies to Goods that are damaged or faulty when the Buyer

receives them. Faults or damage caused by normal wear and tear or improper treatment does

not entitle the Buyer to return Goods under this Clause 7.10. The Seller may require the Buyer to

prove that the Goods in question were faulty at the time of delivery if they return them to the

Seller under this Clause 7.10 more than six months after the delivery date.

7.10.4. This Clause 7.10 does not apply if the Buyer purchased the Goods having been told by

the Seller of the particular damage or fault (If, for example, the Goods were sold as ‘seconds’, or

at a discounted rate).

7.10.5. The Buyer may return Goods to the Seller by post or another suitable delivery service of

their choice. For Goods returned under this Clause 7.10 the Seller will reimburse the buyer for

any reasonable postage or shipping costs.

7.10.6. Refunds or replacements will be issued to the Buyer immediately upon the Seller’s

receipt and inspection of the returned Goods.

7.10.7. If Goods are to be repaired, the Seller will give the Buyer a repair time within 14 days of

receipt of the Goods.

8. RISK AND PROPERTY – RETENTION OF TITLE

8.1. Risk or damage to or loss of the Goods shall pass to the Buyer at the time of delivery in

accordance with the particular contract applicable to those goods or if the Buyer wrongfully

fails to take delivery of those goods, the time when the Seller has tendered delivery of the

goods.

8.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of

these Conditions, title to and the property in the Goods shall not pass to the Buyer until the

Seller has received payment in full of the Contract price (plus relevant taxes) of the Goods. Forthe avoidance of doubt, the retention of title provisions in this Clause 8 apply solely to the

physical Goods and do not apply to the Annual Service, software licences, or connectivity

services provided under Clause 5.

8.3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the

Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those

of the Buyer and third parties and properly sorted, protected and insured and identified as the

Seller’s property. Until that time the Buyer will be entitled to sell or use the Goods in the ordinary

course of business but shall account to the Company for the proceeds of sale or otherwise of

the Goods (whether tangible or intangible and including insurance proceeds) and shall hold

such proceeds on trust for the Seller, properly stored, protected and insured in a way that they

are identifiable as the property of the Seller and are separated from all other goods of the Buyer.

8.4. Until such time as the title and property in the Goods passes to the Buyer (and provided the

Goods are still in existence and have not been resold) the Seller shall be entitled at the time to

require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith,

to enter upon any premises of the Buyer or any third party where the Goods are stored and

repossess the Goods.

8.5. 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 the property of the Seller, but if the Buyer does so

all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy

of the Seller) forthwith become due and payable.

8.6. The Seller shall be entitled to recover the Contract price plus taxes notwithstanding that the

property in any of the Goods has not passed from the Seller.

8.7. The right to use or resell the Goods granted to the Buyer under the terms of Clause 8.3

above:

8.7.1. may be terminated by the Seller forthwith upon oral or written notice to the Buyer if the

Buyer defaults in payment of any sum for more than 7 days after such sum fell due; and

8.7.2. shall automatically cease if (i) a receiver is appointed over any of the assets of the Buyer

or (ii) a petition is presented for an administration order in respect of the Buyer or (iii) a petition

is presented or notice is given of a resolution to wind up the Buyer or (iv) the Buyer is deemed

unable to pay its debts within the meaning of the applicable insolvency legislation or (v) (where

the Buyer is a sole trader or partnership) a petition is presented for the bankruptcy of the Buyer

(or any partner of the Buyer) or (vi) the Buyer shall make any composition or arrangement with

its creditors or (viii) any distress, execution or other process is levied or enforced upon or sued

against all or any of the assets of the Buyer.

8.8. Upon the Buyer ceasing to have such right of use or resale, the Seller shall be entitled at any

time without notice to enter the Buyer’s premises to repossess the Goods.

8.9. If the Buyer has resold the Goods in the ordinary course of business subject to any retention

of title in favour of the Buyer and the Buyer defaults in payment or ceases to have any right to

resell or use as referred to in Clause 8.7 above then (i) the Seller shall have the right to require

the Buyer to enforce its rights pursuant to or under such retention of title and (ii) all monies

and/or goods recovered thereby by the Buyer shall, to the extent of any liability of the Buyer to

the Seller, be held by the Buyer on trust for the Seller, in the case of proceeds in a separate bank

account and in the case of goods, separate and distinct, properly stored, protected and insured.

9. WARRANTIES AND LIABILITY

9.1. Subject to the conditions set out below, the Seller provides a standard warranty for all

Goods of one (1) year from the delivery date (the “Standard Warranty”).

9.2. For Buyers who subscribe to the Annual Service under Clause 5, the Standard Warranty

shall be extended for the duration of the Annual Service (the “Extended Warranty”), as set out in

Clause 5.1.3. The Extended Warranty is conditional upon the Buyer having paid the Annual

Service fee in full and being up-to-date with all payments due, as set out in Clause 5.5.

9.3. The warranties given by the Seller in Clauses 9.1 and 9.2 are subject to the following

conditions:

9.3.1. the Seller shall be under no liability in respect of any defect in the Goods arising from any

drawing, design or specification supplied by the Buyer:

9.3.2. the Seller shall be under no liability in respect of any defect arising from fair wear and tear,

wilful damage, negligence, abnormal working conditions or storage conditions, failure to follow

the Seller’s instructions (whether in oral or in writing), misuse or alteration or repair of the

Goods without the Seller’s approval;

9.3.3. the Seller shall be under no liability in respect of any Goods which have been adjusted,

modified, serviced or repaired otherwise that by the Seller;

9.3.4. the Seller shall be under no liability under the above warranty (or any other warranty,

condition or guarantee) if the total price for the Goods has not been paid by the due date for

payment;

9.3.5. the above warranty does not extend to parts, materials or equipment not manufactured

by the Seller.

9.3.6. the Extended Warranty provided under Clause 9.2 shall not apply if the Buyer has failed to

pay the Annual Service fee on the due date, or if the Annual Service has been cancelled or not

renewed by the Buyer.

9.4. Subject as expressly provided in these Conditions all warranties conditions or other terms

implied by statute or common law are excluded to the fullest extent permitted by law.

9.5. Any warranty claim by the Buyer shall (whether or not delivery is refused by Buyer) be

notified to the Seller within 5 days from the date of delivery or (where the defect or failure was

not apparent on reasonable inspection) within 14 days of the date of discovery of the defect or

failure and in any event within the warranty period applicable to the particular product. If

delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not

be entitled to reject the Goods on the grounds of a breach of the warranty given by the Seller

and the Seller shall have no liability for such a defect or failure, and the Buyer shall be bound to

pay the price as if the Goods had been delivered in accordance with the contract.

9.6. Where any valid claim in respect of any of the Goods which is based on any defect in the

quality or condition of the Goods or their failure to meet specification is notified to the Seller in

accordance with these Conditions, the Seller shall be entitled to replace the Goods (or a

proportionate part of the price), but the Seller shall have no further liability to the Buyer.

9.7. Without prejudice to the Seller’s warranty given in clause 9.2 above, the Seller shall be

liable to the Buyer under any Contract only in respect of personal injury to or the death of anyperson or loss or damage to any property caused directly by the acts or omissions of the Seller,

its employees, agents or sub-contractors. Except in respect of personal injury or death caused

by negligence (for which by law no limit applies), the Sellers liability to the Buyer under any

Contract in respect of any one event or series of connected events shall not exceed (1) the

lesser of (a) the amount actually received by the Seller in the twelve (12) months immediately

preceding the event giving rise to any liability for the Equipment or Parts causing any liability and

(b) one hundred thousand (100,000) Euros, but (2) in case of liability for delay or non-delivery of

Part(s) or Equipment, the purchase price under the relevant Agreement of the delayed or not-

delivered Part(s) or Equipment concerned.

9.8. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller

shall not be liable to the Buyer by reason of any representation or any implied warranty,

condition or other term, or any duty at common law, or under the express terms of the Contract,

for any indirect or consequential loss compensation whatsoever (and whether caused by the

negligence of the Seller, its employees or agents or otherwise) which arise out of or in

connection with the supply of the Goods or their use of resale by the Buyer, except as expressly

provided in these Conditions.

9.9. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by

reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in

relation to the Goods and/or Services, if the delay or failure was due to any cause beyond the

Seller’s reasonable control. Without prejudice to the generality of the foregoing shall be

regarded as causes beyond the Seller’s reasonable control:

9.9.1. Act of God, explosion, flood, tempest, fire or accident;

9.9.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

9.9.3. acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of

any government, parliamentary or local authority;

9.9.4. import or export regulations or embargoes;

9.9.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving

employees of the Seller or of a third party);

9.9.6. power failure or breakdown in machinery;

9.9.7. failure or interruption of telecommunications networks, internet service providers, or

third-party data centres not controlled by the Seller.

9.10. Any claim under this clause 9 must be in Writing and must contain full details of the claim

including the part numbers of any allegedly defective Goods. The Seller shall be afforded

reasonable opportunity and facilities to investigate any claim made under this clause and the

Buyer shall, if so requested in writing by the Seller, make available any goods which are subject

of any claim, and any packing, securely packed for collection from the Buyer’s premises for

examination by the Seller. The Seller shall have no liability with regard to any claim in respect of

which the Buyer has not complied with the provisions of this clause and clause 7.

9.11. Without prejudice to the generality of the foregoing all recommendations or advice given

by or on behalf of the Seller to the Buyer as regards to the methods of installation or using the

goods and the purpose for which the goods may be used are given without liability on the part of

the Seller.

10. INDEMNITY

10.1. If any claim is made against the Buyer that the Goods and/or Services infringe or that their

use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual

property rights or any other person, the Seller shall indemnify the Buyer against all loss,

damages, costs and expenses awarded against or incurred by the Buyer in connection with the

claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

10.1.1. the Seller is given full control of any proceedings or negotiations in connection with any

such claim;

10.1.2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such

proceedings or negotiations;

10.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or

compromise any such proceedings without the consent of the Seller (which shall not be

unreasonably withheld);

10.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or

insurance cover which the Buyer may have in relation to such infringement, and this indemnity

shall not apply to the extent that the Buyer recovers any sums under such policy or cover (which

the Buyer shall use its best endeavours to do):

10.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to

the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable

by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld)

to be paid by, any other party in respect of any such claim; and

10.1.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to

require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce

any such loss, damages, costs, or expenses for which the Seller is liable to indemnify the Buyer

under this clause.

10.2. The Buyer shall indemnify and hold harmless the Seller against all liabilities, claims,

damages, and expenses (including reasonable legal fees) arising out of or in connection with:

10.2.1. the Buyer’s use of any data, drawings, or specifications provided by the Buyer to the

Seller; or

10.2.2. any breach of these Conditions by the Buyer or its employees, agents, or

subcontractors.

11. INSOLVENCY OF BUYER

11.1. This clause applies if:

11.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an

administration order or (being an individual or firm) becomes bankrupt or (being a company)

goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

11.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or

assets of the Buyer; or

11.1.3. the Buyer ceases, or threatens to cease, to carry on business; or11.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to

occur in relation to the Buyer and notifies the Buyer accordingly.

11.2. If this clause applies then, without prejudice to any other right or remedy available to the

Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under

the Contract without any liability to the Buyer, and if the Goods have been delivered and/or

Services performed but not paid for the price shall become immediately due and payable

notwithstanding any previous agreement or arrangement to the contrary.

12. EXPORT TERMS

12.1. In these Conditions “Incoterms” means the international rules for the interpretation of

trade terms of the International Chamber of Commerce as in force at the date when the

Contract is made. Unless the context otherwise requires, any term or expression which is

defined in or given a particular meaning by the provisions of Incoterms shall have the same

meaning in these Conditions, but if there is any conflict between the provisions of Incoterms

and these Conditions regarding delivery, risk, or cost of transport, the provisions of the relevant

Incoterm shall prevail.

12.2. Where the Goods are supplied for export from Eire, the provisions of this clause 12 shall

(subject to any special terms agreed in writing between the Buyer and the Seller) apply

notwithstanding any other provisions of these Conditions.

12.3. The Buyer shall be responsible for complying with any legislation or regulations governing

the importation of the Goods into the country of destination and for the payment of any duties

thereon.

12.4. Unless otherwise agreed in Writing between the Buyer and the Seller regarding the

applicable Incoterm, the Goods shall be delivered from the air or sea port of shipment and, in

any case involving carriage by sea, the Seller shall be under no obligation to give notice under

the Sale of Goods and Supply of Services Act, 1980.

12.5. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the

Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of

any defect in the Goods which would be apparent on inspection and which is made after

shipment, or in respect of any damage during transit.

12.6. Payment of all amounts due to the Seller shall be made in accordance with Clause 6. The

Seller may require payment by irrevocable letter of credit opened by the Buyer in favour of the

Seller and confirmed by a bank in a currency acceptable to the Seller or, if the Seller has agreed

in Writing on or before acceptance of the Buyer’s order to waive this requirement, by

acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer

payable 30 days after sight to the order of the Seller at such branch of Allied Irish Bank in Ireland

as may be specified on the Bill of Exchange.

13. SUSPENSION OF ANNUAL SERVICE

13.1. If the Buyer fails to pay any sum due under the Annual Service fee by its due date, the

Seller may, without prejudice to any other rights or remedies available to it under these

Conditions, suspend the connectivity, maintenance, and Extended Warranty elements of the

Annual Service until payment is made in full. The Seller shall give the Buyer at least 7 days’

written notice of its intention to suspend the service before doing so.

14. GENERAL

14.1. Any notice required or permitted to be given by either party to the other under these

Conditions shall be in Writing addressed to that other party at its registered office or principal

place of business or such other address as may at the relevant time have been notified

pursuant to this provision to the party giving the notice.

14.2. No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a

waiver of any subsequent breach of the same.

14.3. If any provision of these Conditions is held by any 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 provisions in question shall not be affected thereby.

14.4. These Conditions apply from 9th July 2026 and govern all sales from that date onwards. All

sales prior to this date are subject to the previous version of the Seller’s Terms and Conditions.

The Seller may issue updated versions of these Conditions from time to time. Any updated

version will state a new effective date and will apply to all sales made on or after that date. The

Seller will notify the Buyer of material changes in advance, but the Buyer is responsible for

checking the current version on the Seller’s website.

14.5. The Buyer and the Seller shall use their best efforts to negotiate in good faith and settle

amicably any dispute that may arise out of or relate to any Contract or a breach thereof. If any

such dispute cannot be settled amicably through ordinary negotiations by appropriate

representatives of the Buyer and the Seller, the dispute shall be referred to the Managing

Directors of the Buyer and the Seller who shall meet in order to attempt to resolve the dispute. If

any such meeting fails to result in a settlement, the matter shall be referred to a single arbitrator

agreed between the parties or, on failure to agree within 30 days of a written request by one

party to the other, appointed on the application of either party to the President for the time being

of the Chartered Institute of Arbitrators. The provisions of the Arbitration Act 1980 shall apply to

any arbitration under any Contract, which shall take place in Dublin. The costs, charges and

expenses incurred in respect of such arbitration including the legal costs of each of the parties

will be at the discretion of arbitrator.

14.6. The Contract shall be governed by the law of Ireland and the Seller and the Buyer agree to

non-exclusive jurisdiction of the Courts of Ireland.