Terms and Conditions
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
Specification: any specification for the Goods, including any related drawings, that is agreed in
writing by the Customer and the Supplier.
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.
(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
(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
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
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
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.
3.1 The Goods are described in the Supplier's catalogue or the Specification and includes Customised
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
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.
4.1 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
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
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.
5.1 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
(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;
(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
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for
their full price from the date of delivery;
(d) notify the 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
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
(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.
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
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);
(d) defective products covered by s. 10 of the Liability for Defective Products Act, 1991.
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.
9.1 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.
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
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
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.
12.1 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.
(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
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
(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
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
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.
(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.
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