Terms and Conditions

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 12.4.

Confidential Information: this term includes, without limitation, all information as to source,

quantity, and price of Goods and services provided by Supplier

Contract: the contract between the Supplier and the Customer for the sale and purchase of the

Goods in accordance with these Conditions.

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

Customised Goods: Goods (as defined below) which have been made for a specific Customer

or standard Goods which have been specifically customised for example, with the addition of the

Customer’s name, logo, crest or other distinctive marking.

Delivery Location: has the meaning given in clause 4.2.

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

Goods: the goods (or any part of them) set out in the Order which includes Customised Goods

as defined above.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form,

the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.

Sales Order Acknowledgement: means an order confirmation document, sent by the

Supplier to the Customer, agreeing to fulfil an Order and confirming the Order Number of

the Order.

Specification: any specification for the Goods, including any related drawings, that is agreed in

writing by the Customer and the Supplier.

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Supplier: Any company within JBS Group comprising the following related companies James

Boylan Safety Ltd (Irish Company No. 314314), James Boylan Safety (NI) Ltd (Northern Ireland

Company No. NI004135), Anderco Safety (Ireland) Ltd (Irish Company No. 196214), Anderco

Safety (UK) Ltd (English Company No. 07089015) and Romar Innovate Ltd (English Company No.

02129067).

1.2 Interpretation:

(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 a statute or statutory provision is a reference to it as amended or reenacted.

A reference to a statute or statutory provision includes all subordinate

legislation made under that statute or statutory provision.

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

similar expression shall be construed as illustrative and shall not limit the sense of the

words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer

seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of

dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these

Conditions. The Customer is responsible for ensuring that the terms of the Order and any

applicable Specification submitted by the Customer are complete and accurate.

2.3 Each Order shall be deemed to be a separate offer by the Customer to buy Goods on the terms of

this agreement, which the Supplier shall be free to accept or decline at its absolute discretion.

2.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of

the Order by means of a “Sales Order Acknowledgement” or otherwise, at which point the

Contract shall come into existence.

2.5 The Supplier shall assign an Order Number to each Order received from the Customer and inform

the Customer of the Order Number in the Sales Order Acknowledgement or otherwise. Each party

shall use the relevant Order Number in all subsequent correspondence relating to the Order

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2.6 The Customer shall be deemed to have inspected the Sales Order Acknowledgement, whether it

has taken the opportunity to do so or no, to satisfy itself that it conforms with its Purchase Order.

In the event that the Sales Order Acknowledgement varies the terms of the Customer’s Purchase

Order, then the Customer shall be deemed to accept such variation upon the expiration of 24

hours of such Sales Order Acknowledgement having been sent by the Supplier.

2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon,

delivered with or contained in any documents of the Customer that is inconsistent with these

Conditions.

2.8 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any

descriptions or illustrations contained in the Supplier's 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.

2.9 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall

only be valid for a period of 20 Business Days from its date of issue.

2.10 The Supplier may, at its sole discretion, accept amendments to an Order after it issues its Sales

Order Acknowledgement or otherwise accepts an Order.

3. Goods

3.1 The Goods are described in the Supplier's catalogue or the Specification and includes Customised

Goods.

3.2 The Customer agrees and acknowledges that the Supplier does not hold itself out to have

expertise in specifying the suitability of the Goods for the Customer’s intended purpose. The

Customer agrees that it has sole responsibility to correctly specify the type and grade of Goods

required when placing its Order.

3.3 To the extent that the Goods are to be manufactured or customised in accordance with a

Specification supplied by the Customer, the Customer shall indemnify the Supplier against all

liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential

losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable

professional costs and expenses) suffered or incurred by the Supplier in connection with any claim

made against the Supplier for actual or alleged infringement of a third party's intellectual property

rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.3

shall survive termination of the Contract.

3.4 Unless otherwise specifically specified otherwise in the Customer’s Order and restated or varied

in the Sales Order Acknowledgement, the Goods will be graded on the basis of the relevant

CE/EN/BS certified standards or failing that, on the official grading rules issued by the relevant

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manufacturer’s association (and if more than one such manufacturer’s association, such

association as shall be selected by the Supplier acting reasonably) covering such Goods and in

effect at the time of delivery of the Sales Order Acknowledgement. The Customer acknowledges

that the grading of certain Goods is based on the subjective opinion of the grader and the

Supplier’s only obligation is to provide Goods that have the grading as set forth in the Sales Order

Acknowledgement and the Supplier does not guarantee nor make any representations nor

warranties that the grading was performed accurately by the manufacturer. The applicable grade

may be specified in the Order and restated or varied in the Sales Order Acknowledgement, or if

none are so designated, the Supplier shall, acting reasonably, select the grading system of an

appropriate manufacturer’s association upon notice of any claim. In the event of a dispute over

grade, quality, tally, size, specification, or manufacture, it is agreed that inspection at time of

unloading of the Goods at the Delivery Location is final.

3.5 The Supplier reserves the right to amend the Specification if required by any applicable statutory

or regulatory requirements.

4. Delivery

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the

Order, and the relevant Customer, the Order Number and such other Supplier reference

numbers as may be specified from time to time, 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 Supplier requires the Customer to return any packaging materials to the Supplier,

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 Supplier shall reasonably

request. Returns of packaging materials shall be at the Supplier's expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Sales Order Acknowledgement

or such other location as the parties may agree (Delivery Location) at any time after the Supplier

notifies the Customer that the Goods are ready.

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 Supplier 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 Supplier with adequate delivery

instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Customer has not received delivery of the Goods within (a) three (3) Business Days of the

Sales Order Acknowledgement, or (b) such other delivery date as is specified on the Sale Order

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Acknowledgement or otherwise agreed in writing, whichever is the later (“the Delivery Date”);

the Customer shall immediately notify the Supplier of its belief that such Goods have not been

delivered prior to the expiration of the third (3rd) Business Day from the Delivery Date. In any

dispute as to whether Goods have been delivered, the Customer agrees that delivery shall be

proved if the Supplier can produce (a) a duplicate of the Delivery Note, or (b) a duplicate of the

Invoice quoting the Delivery Note reference number, such Invoice having been delivered in the

time frame established in the normal course of trading between the parties and if no such normal

course of trading, then within 30 days, or (c) the carrier’s electronic record of the Goods having

been accepted by the carrier, or (d) the carrier’s electronic records of the progress of delivery

concluding at the Delivery Location regardless of any acceptance signature by the Customer. The

Customer acknowledges and understands that, having regard to the short term record keeping of

carriers, that the time limit and other terms of this sub-clause are fair and reasonable.

4.6 If the Supplier 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, provided at all times (a) the Customer

gives the Supplier three (3) days written notice of its intention to source replacement goods

elsewhere, and (b) the Suppliers liability under this clause shall not exceed the value of the

Customer’s Order for such Goods with the Supplier plus 10%. The Supplier 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 Supplier with adequate delivery instructions or any

other instructions that are relevant to the supply of the Goods. If the Customer fails to take

delivery of the Goods within one (1) Business Day of the Supplier’s carrier attempting delivery

then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's

failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the first

Business Day after the day on which the Supplier’s carrier attempted delivery ; and

(b) the Supplier shall store the Goods until delivery takes place and charge the Customer for

all related costs and expenses (including insurance).

4.7 Upon delivery of the Goods, the Customer shall have three (3) Business Days to reject such

delivery for the following specified reasons, but not for any other reason; shortages outside of the

variances permitted below, or, damage to the Goods or Packaging, or, failure of the Goods to

meet the warranties set out in Clause 5 hereof. Any such rejection shall be communicated in

writing to the Supplier within the aforementioned time limit, in respect of which time shall be of

the essence. A Refund or Credit Note shall only issue for Goods validly rejected under this

subclause provided such Goods are first returned to the Supplier.

4.8 If ten Business Days after the day on which the Supplier’s carrier’s attempted delivery the

Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose

of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the

Customer for any shortfall below the price of the Goods. In such event, and for the avoidance of

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doubt, the Customer agrees that the reasonable storage and selling costs are estimated to be

25% of the invoiced value of the Goods where the Goods are not customised. The Customer

further acknowledges and understands that Customised Goods are likely to achieve a resale

price significantly below the original invoiced value and that the Customer will be liable for such

shortfall together with the other costs set out in this clause.

4.9 If the Supplier 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, a pro rata adjustment shall be made to the Order invoice.

4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for

separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel

any other instalment.

5. Quality

5.1 The Supplier warrants that on delivery the Goods shall:

(a) conform in all material respects with their description in the Sales Acknowledgement

Order or the Specification; and

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

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier within three (3) Business Days of

delivery that some or all of the Goods do not comply with the warranty set out in clause

5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's

place of business at the within seven (7) days of delivery,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the

defective Goods in full.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause

5.1 in any of the following events:

(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 Supplier'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;

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(c) the defect arises as a result of the Supplier following any drawing, design or Specification

supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(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 in the Sales Order Acknowledgment or the

Specification as a result of changes made to ensure they comply with applicable

statutory or regulatory requirements.

(g) the Goods differ from the Specification derived from a manufacturer’s drawings,

brochure or photographs in circumstances where such description has been approved

by the Customer prior to the Supplier issuing a Sales Order Acknowledgement.

5.4 Except as provided in this clause 5, the Supplier 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 13 to 15 of the Sale of Goods Act 1893 (as amended) are, to the

fullest extent permitted by law, excluded from the Contract.

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

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

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

(a) the later of either, when the Supplier receives payment in full (in cash or cleared funds)

for the Goods, or, the Supplier receives payment in full (in cash or cleared funds) for the

Goods and any other goods that the Supplier 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 6.4.

6.3 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 Supplier'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;

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(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause

9.1(b) to clause 9.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to

time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its

business (but not otherwise) before the Supplier 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 Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the

time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, the Supplier:

(a) may by notice in writing, terminate the Customer's right under clause 6.4 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.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Sales Order Acknowledgement, or, if no

price is quoted, the price set out in the Supplier's published price list in force as at the date of

delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to three (3) 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 Supplier'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 Supplier adequate or accurate information or instructions.

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7.3 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 Supplier at the prevailing rate, subject to the receipt

of a valid VAT invoice; and

(b) unless otherwise specified in the Sales Order Acknowledgment, excludes customs duties

and the costs and charges of packaging, insurance and transport of the Goods, which

shall be invoiced to the Customer.

7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of

delivery.

7.5 Unless otherwise agreed in writing by the Supplier, the Customer shall pay each invoice submitted

by the Supplier:

(a) within 30 days of the date of the invoice and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date,

then, without limiting the Supplier's remedies under clause 9 (Termination), 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 7.6 will accrue each day at the maximum

permitted interest rate of the ECB Base Rate plus 8% per annum pursuant to the Irish European

Communities (Late Payment in Commercial Transactions) Regulations 2012.

7.7 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).

8. Limitation of liability

8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection

with the Contract including liability in contract, tort (including negligence), misrepresentation,

restitution or otherwise.

8.2 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 12 of the Sale of Goods Act 1893 (as amended);

or

(d) defective products covered by s. 10 of the Liability for Defective Products Act, 1991.

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8.3 Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed the value of

the Customer’s Order for the Goods with the Supplier giving rise to the liability claim plus 10%.

8.4 Subject to clause 8.2, 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.

8.5 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier 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 or any other

contract between the Customer and the Supplier, and (if such a breach is remediable)

fails to remedy that breach within 10 working 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,

administration, 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.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods

under the Contract or any other contract between the Customer and the Supplier if the Customer

becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(b), or the Supplier

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.

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9.3 Without limiting its other rights or remedies, the Supplier 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.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier

all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied

(including, without limitation, Customised Goods) but for which no invoice has been submitted,

the Supplier shall submit an invoice, which shall be payable by the Customer immediately on

receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and

remedies that have accrued as at termination, including the right to claim damages in respect of

any breach of the Contract which existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue

in force on or after termination of the Contract shall remain in full force and effect.

10. 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 for two month, the party

not affected may terminate the Contract by giving 5 Business Days’ written notice to the affected

party, provided at all times that in respect of Customised Goods, the Supplier only shall be entitled

to terminate after two months and the Customer shall not enjoy any such right

11. Credit Terms

11.1 Unless otherwise agreed in writing, payment for Goods and any associated services

supplied is due 30 days net following date of invoice. The Customer must strictly adhere to the

terms of payment and credit limits offered by the Supplier. The Supplier reserves the right to alter

terms of payment and credit limits at its discretion and without notice. If the Customer fails to

adhere strictly to credit limits and terms of payment, the Supplier may suspend or place on hold

deliveries to the Customer and/or reduce the credit terms for future deliveries. The Customer

shall pay all sums due in full without deduction or set-off. Time is off the essence for all sums due.

CREDIT APPROVAL. All sales are subject to continuing credit approval

11.2 Under the European Communities (Late payment in Commercial Transactions) Regulations 2002,

and Late Payment of Commercial Transactions Regulations 2012 that implement Directive

2011/7/EU, interest may be charged at the ECB’s most recent refinancing rate carried out before

1 January and 1 July each year plus 8% pa on overdue accounts. The Supplier reserves the right to

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apply such interest charges, once credit terms are breached, from the date each invoice becomes

overdue (being 30 days after the date of delivery or invoice, whichever is the earlier).

11.3 The Customer is specifically alerted to the Customer’s liability to pay legal fees and associated

costs incurred in the collection of overdue debts.

12. General

12.1 Assignment and other dealings.

(a) The Supplier 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 Supplier.

12.2 Confidentiality.

(a) Each party undertakes that it shall not for a period of two years after termination of the

Contract or performance of the contract, 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 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 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) This 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.

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(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. 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 commercial result of the original provision.

12.7 Notices.

(a) Any notice or communication given to a party under or in connection with the Contract

shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day

delivery service at its registered office (if a company) or its principal place of

business (in any other case); or

(ii) sent by fax to its main fax number or sent by email to the address customarily

used for communication between the parties.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt [or at the time the notice

is left at the proper address;

(ii) if sent by pre-paid post next working day delivery service, at 9.00 am on the

second Business Day after posting, and

(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside

business hours in the place of receipt, when business hours resume. In this

clause 12.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday

on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any

legal action or, where applicable, any arbitration or other method of dispute resolution.

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12.8 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 law of Ireland.

12.9 Jurisdiction. Each party irrevocably agrees, for the sole benefit of the Supplier that, subject as

provided below, the courts of Ireland shall have exclusive jurisdiction over any dispute or claim

(including non-contractual disputes or claims) arising out of or in connection with this agreement

or its subject matter or formation. Nothing in this clause shall limit the right of the Supplier to

take proceedings against the Customer in any other court of competent jurisdiction, nor shall the

taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any

other jurisdictions, whether concurrently or not, to the extent permitted by the law of such

other jurisdiction.