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Terms and Conditions HEADING_TITLE

Terms and Conditions of Sale
 
NOTE:

(i) There are clauses contained in these Conditions, in particular Clauses 3, 7 to 9 (inclusive), 12 and 15 which exclude or limit the liability of the Company, its servants and agents and clauses 10, 11 and 12, which provides to the Company a right of indemnity against the Customer in certain circumstances.

(ii) The Company's quoted and printed prices are not fixed prices as appears from Clause 2 below.

1. The Contract

(a) In these conditions:-

"the Company" means Sparks Lab Supplies Limited

"the Customer" means the individual, firm or company dealing with the Company.

"the Goods" means the goods to be manufactured and/or supplied by the Company pursuant to the Contract (as defined below).

(b) Quotations are provided by the Company for guidance only and as an invitation to treat, and are subject to confirmation in writing upon receipt of the Customer's order by the Company's authorised representative and the contract between the parties (the "Contract") shall be completed only when and upon the terms which the Customer's order is accepted by the Company. Any Contract made between the Company and the Customer shall always be subject to these Conditions unless a contrary term is agreed to in writing and signed by a director of the Company.

(c) In the event that the Company has not given a written acknowledgement of the Customer's order these Conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract.

(d) The Company reserves the right without liability to the Company to correct any clerical,typographical or other errors or omissions in any sales literature, quotation, price list, acceptance of order, invoice or other document or other information issued by the Company or made by its employees at any time.

2. Quotations, Prices and Acceptance

(a) The prices contained in the Company's quotations (both printed and quoted) are provisional and intended as guidance only and may be altered by the Company without prior notice accordingly, including (without prejudice to the generality of the foregoing) to take account of :-

(i) any increase in the costs incurred by the Company between the date of quotation and the date of despatch of the Goods by the Company (or the date of collection by the Customer as the case may be) which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, any significant increase in the costs of labour, materials or other costs of manufacture or production);

(ii) any delay caused by any instructions of the Customer or any changes in the Customer's instructions to the Company; or

(iii) in the event that the Customer orders part only of the quantity of goods referred to in any quotation submitted by the Company

and the Customer accepts that such increased prices may be substituted by the Company at its reasonable discretion upon notification to the Customer prior to despatch (or collection as appropriate) of the Goods for the previous prices contained in the Company's quotations.

(b) Any such quotation of the Company if expressed to be a fixed price will be binding upon the Company only if authorised in writing signed by a director of the Company when it shall remain at such price for thirty days after the date of such quotation (or for such period of time as advised by the Company to the Customer in writing) irrespective of when such quotation is received by the Customer.

(c) All prices quoted are exclusive of VAT and the Customer shall in addition to the prices quoted pay any and all taxes, duties and other government charges payable in respect of the Goods.

(d) A modest handling charge of €10 will be applied to all small orders of less than € 100 in value.

3. Delivery, Completion and Substitution

(a) Unless otherwise agreed in writing by the Company:-

(i) Unless it is agreed between the Company and the Customer that the Customer will collect the Goods from the Company, the Company shall deliver the Goods by the means most convenient to the Company to the delivery address specified by the Customer or (in the event that the Customer fails to specify a delivery address) to any address at which the Customer resides or carries on business. If the Goods are large and/or heavy the Company shall only be obliged to deliver the Goods to the nearest safe hard standing area adjacent to such delivery address.

(ii) The Company shall be entitled to charge the Customer for such delivery at the rate specified in the Company's quotation or, if no such rate is specified, at the Company's usual charging rate. Any returnable packaging or containers supplied by the Company with the Goods shall be returned to the Company forthwith after delivery or the Company shall be entitled to charge the Customer such amount as is reasonable therefor.

(iii) It shall be the responsibility of the Customer to unload the Goods from the vehicle used for their delivery and to provide sufficient labour and machinery to ensure that the same is done safely and promptly, and all unloading shall be at the Customer's own risk.

(iv) The right is reserved for the Company to charge to the Customer additional costs for carriage and packing on an individual basis (in addition to those charges referred to in Clause 3(a)(iii)) for special delivery arrangements.

(b) The risk in the Goods shall pass to the Customer as soon as delivery is taken by the Customer at the Customer's premises (or if the Customer collects the Goods from the Company's premises, the risk in the Goods shall pass to the Customer at the Company's premises) notwithstanding that property in the Goods has not passed to the Customer pursuant to the provisions to clause 12. Notwithstanding the foregoing, the Company will if so requested insure the Goods at the Customer's expense and on its behalf for the value of the purchase price against all risks, from departure from the Company's premises or other despatch until delivery at the delivery address, and the insurance charges will be included in the Company's invoice for the Goods. The Customer's only remedy in the event of non-delivery or damage or deterioration during delivery shall in those circumstances be against the insurance company, whose name address and terms of insurance will upon request be supplied to the Customer by the Company, and against whom such claim should in the interests of the Customer be made as expeditiously as possible.

(c) While the Company will endeavour to deliver the goods by any date or within any period agreed upon, time shall not be of the essence of the Contract for delivery, and any such date or period is approximate and given for guidance only and the Company will not be liable for any delays in the supply and/or delivery or failure to deliver by such a date or within such a period or any losses whatsoever due to such delays howsoever caused. The Goods may be delivered by the Company in advance of the quoted delivery date upon reasonable notice to the Customer.

(d) (i) Notwithstanding that time is not of the essence of the Contract for delivery, the Company reserves the right if for any reason whatsoever it appears to the Company that it will be unable to supply the Goods or any of them by any quoted date, to supply alternative goods which in its reasonable discretion it believes will achieve comparable performance.

(ii) The right of the Company to alter or substitute Goods as provided for in sub-clause 3(d)(i) above shall also be exercisable as to all and any other goods (whether comprising all or any part of the same or any other Contract between the Company and the Customer) whose compatibility with and/or capacity to perform together with the Goods altered or substituted pursuant to sub-clause 3(d)(i) above appears to the Company in its reasonable discretion to be in doubt, and the Company may alter or substitute any such goods for goods which in its reasonable discretion would be compatible with any Goods altered or substituted pursuant to sub-clause 3(d)(i) as aforesaid.

(iii) In the event of the Company exercising its rights under sub-clauses 3(d)(i) and/or (ii) above the Company shall if appropriate adjust the price payable by the Customer accordingly, provided that if the effect of such alteration or substitution is to increase the total price otherwise payable by more than 10% the Company shall give notice in writing to the Customer thereof and the Customer shall have the right exercisable by notice in writing upon the Company to be given not later than seven days after receipt by the Customer of the Company's said notice to terminate the Contract, whereupon the Contract shall be terminated without right or remedy by either party against the other save in respect of any rights accrued prior to such termination.

(e) If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then without prejudice to any other right or remedy available to the Company, the Company may:

(i) store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

(f) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

4. Payment

Unless otherwise agreed in writing by the Company (signed by any director of the Company):-

(a) The Contract price will become payable in full and without any right of set-off upon the date of despatch of the Goods or (as the case may be) upon the date agreed for collection by or on behalf of the Customer from the Company's premises and payment will be made by the Customer to the Company within 30 days of the date of the said despatch or agreed collection date.

(b) Time for payment shall be of the essence of the Contract.

(c) The Company will have a right of action against the Customer for the price whenever the price becomes payable whether or not the property in the Goods has passed to the Customer pursuant to the provisions of clause 14 below.

(d) In addition to any other rights of the Company all and any monies remaining due and unpaid by the Customer to the Company after the period specified in sub-clause 4(a) above shall bear interest at a rate of 4% above the base rate of AIB plc from time to time and for the purposes of these Conditions any reference to the full purchase price of the Goods shall include any interest payable hereunder.

(e) Notwithstanding any provision contained in these Conditions (or any other agreement with the Customer), payment shall become due to the Company immediately upon the occurrence of any of the events specified in clause 5 below.

(f) Where the Customer defaults under this Contract or any other contract with the Company in payment on the due date of any sum due to the Company, or upon the occurrence of any of the events specified in clause 5 below, without prejudice to any other rights which the Company may have against the Customer in respect of such default the Company may (without liability to the Customer for any loss or damage incurred thereby):-

(i) postpone any delivery or may suspend performance of the Contract or any other contract between the Company and the Customer;

(ii) at its entire discretion upon giving notice in writing to the Customer without any liability whatsoever on its part terminate the Contract or any other contract between the Customer and the Company upon which further deliveries of Goods are or remain to be made, and recover from the Customer in respect of the Contract or further contract so terminated the Company's loss of profit and/or other losses caused thereby and if the Company has to instruct solicitors or other agents to recover monies owed by the Customer to the Company the Customer will indemnify the Company in respect of all reasonable fees and costs payable by the Company to such solicitors or agents;

(iii) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer);

(iv) to repossess Goods delivered to the Customer (as detailed in sub-clause 14(g)below); and/or

(v) in relation to any future order or contract or balance of contract or order to insist on payment in full on a pro forma invoice basis only.

5. Insolvency of the Customer

If the Customer enters into any composition or any arrangement with his creditors or if (being a company) has a receiver appointed or passes a resolution for winding up or a Court shall make an order to that effect or if an administration order is made or a petition presented to the Court for an administration order in respect of the Customer or if there shall be any breach by the Customer of any of these Conditions the Company shall the rights specified in sub-clause 4(f) but without prejudice to its right to the full purchase price for Goods delivered and damages for any loss suffered.

6. Cancellation Suspension or Deferment by the Customer

(a) Cancellation by the Customer of the Contract will only be accepted with the agreement of the Company in writing and on terms that the Customer shall indemnify the Company 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 Company as a result of cancellation.

(b) A charge will be made for any costs incurred by the Company due to suspension or deferment of the Contract by the Customer or in the event that the Customer defaults in giving adequate instructions for the delivery of any Goods.

7. Damage, Shortage or loss of Goods

(a) All Goods supplied by the Company shall be examined and checked immediately upon receipt by the Customer. Unless the Company is notified by letter despatched within seven days of receipt of a material consignment of Goods (time being of the essence) of any alleged shortages or errors in such consignment, no claim whatsoever will be entertained by the Company in respect of any alleged shortages or of any allegation that the wrong goods have in error been supplied, and the Company will in no circumstances whatsoever be liable to replace or make good the same or be under any liability whatsoever to the Customer in respect of the same, howsoever caused. In the case of total loss of the Goods in transit, the Customer shall notify the Company of such non-delivery within seven days of receipt of the invoice or other notification of despatch of the Goods.

(b) If the Company is so notified and if following such notification the shortage or error or non-delivery be proved, the Company shall so soon as possible replace or make good the same, or if through circumstances beyond their control such replacement or making good be not possible then they shall refund the proportionate amount of the purchase price paid or in so far as such purchase price has not yet been paid give credit accordingly but in no circumstances whatsoever will the Company be further liable or in particular be responsible for any consequential loss allegedly caused by such shortage or error or non-delivery, howsoever occasioned.

(c) The Customer is responsible for ensuring that Goods returned to the Company are free from biological and chemical hazard. The Company reserves the right to refuse to accept Goods which in their view present a hazard to their staff or which may infringe the Health and Safety legislation or which are returned to the Company without a signed Certificate confirming that effective disinfection and/or decontamination has been carried out.

(d) Where the Company agrees to repair or replace Goods in accordance with sub-clause 7(b) any date or period specified for delivery under the Contract shall be extended for such a period as the Company may reasonably require.

(e) The sale of poisons is regulated by the Poisons Act 1972, the Poisons List and The Poison Rules.


8. Warranties and Liabilities

(a) The Customer shall be free at its own expense to test, inspect and approve the Company's products or sample the Company's goods prior to the Contract, but unless the Customer shall have specifically disclosed the purpose for which he requires the products or goods and the Company shall have given a specific warranty in writing that the Goods supplied are fit for such purpose, the Company gives no warranty whatsoever that the Goods are fit for the Customer's purpose.

(b) Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.

(c) The warranty in sub-clause 8(b) is given by the Company subject to the following conditions:

(i) the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;

(ii) the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval;

(iii) the Company 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;

(iv) the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given to the Company by the manufacturer of such parts, material or equipment.

(d) Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

(e) Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.

(f) Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

(g) 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 Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.

(h) Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), 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, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

(i) The Company shall not be liable to the Customer 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 Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:

(i) Act of God, explosion, flood, tempest, fire or accident or other natural disaster;

(ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition;

(iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(iv) import or export regulations or embargoes;

(v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

(vi) difficulties or delays in obtaining raw materials, labour, fuel, parts or machinery;

(vii) power failure or breakdown in machinery.


9. Advice etc

Any advice or recommendation given orally or in writing by the Company, its employees servants or agents whether requested by the Customer or any other party or not is for guidance only and is not intended to be relied upon, and the Company shall not be under any liability whatsoever in respect of any act or omission of any recipient (whether direct or indirect) of any such advice or recommendation or in respect of any loss whatsoever howsoever occasioned in any manner resulting therefrom.


10. Customer's Duty to Take Care

(a) The Goods, especially chemicals, may be dangerous if not properly used or stored and the appropriate precautions taken. The Goods are intended for laboratory use and are not intended to come into contact with food or drink for human consumption. The Customer accordingly agrees that it shall take all such steps as are reasonably practical or usual to eliminate or reduce any risk to health and/or safety to which use of the Goods may give rise.

(b) The Customer shall indemnify the Company against any claim, proceedings, costs, loss, damage or liability suffered by the Company as a result of any failure by the Customer or any other person in control of the Goods to take such steps or ensure compliance with the duties referred to in sub-clause 11(a) above.

11. Indemnity

(a) Subject to sub-clause 11(b) below the Customer shall at all times keep the Company, its servants and agents effectively indemnified against all actions, proceedings, costs, charges, claims, expenses and demands whatsoever which may be made or brought against the Company its servants or agents by any third party in respect of any alleged injury, loss, damage or expense arising out of, or in connection with, the Goods or services supplied by the Company to the Customer.

(b) Where actions, proceedings, costs, charges, claims, expenses and demands such as are referred to in sub-clause 12(a) above are in respect of death or personal injury caused wholly or in part by the negligence of the Company, its servants or agents, neither the Company nor its servants or agents shall claim indemnity from the Customer in respect of such proportion of such actions, proceedings, costs charges, claims expenses or demands as shall be found to be due to their own negligence.

12. Specifications etc.

(a) Where the Goods are manufactured in accordance with information or drawings supplied by the Customer or to the Customer's design or specification or where standard products or goods of the Company are altered in accordance with the Customer's instructions:-

(i) No guarantee or warranty is given by the Company as to practicability, efficiency, safety or otherwise of the Goods (without prejudice to any other term of the Contract).

(ii) The Customer shall comply with all duties imposed by Section 6 of the Health and Safety at Work, etc. Act 1974 on designers and further shall comply with all other duties which may be implied at law on a designer and/or manufacturer of the Goods.

(iii) The Company shall be under no liability whatsoever to the Customer in respect of any loss, damage or claim incurred by or made against a Customer should any Goods supplied by the Company infringe any patent, registered design, copyright, or other like protection or the provision of any statute, statutory instrument or regulation for the time being in force, or in respect of any passing off action which may result, and the Customer will indemnify and keep the Company indemnified against all liability incurred by the Company as a result of the infringement or alleged infringement by such Goods of any such patent, registered design, copyright or other like protection or the provision of any statute, statutory instrument or regulation for the time being in force, or in respect of any passing off action which may result, and any liability suffered by the Company as a result of any failure by the Customer or any other person in control of the Goods to take such steps to ensure compliance with the duties referred to in sub-clause 13(a)(ii) above.

(iv) The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable EC requirements which do not materially affect their quality or performance.

(b) Any variation or attempted variation by the Customer in the specification or design of any Goods after the supply thereof by the Company shall constitute a breach of contract and not impose on the Company any liability therefor whatsoever.

(c) Unless otherwise agreed in writing all patterns, drawings, calculations, tools and instructive matter produced by the Company are and shall remain the property of the Company and must not be used or copied by the Customer or copied or shown to any third party (save where necessary in the ordinary course of the Customer's business) without the written consent of the Company.

(d) The Company takes due care in furnishing all and any written descriptions, illustrations, specifications or other particulars in catalogues, brochures, price lists or other documents issued by the Company, but such information is subject to alteration without notice, and no warranty is given as to its accuracy nor is it or any of it incorporated as a term of this or any contract between the Company and the Customer, save and except if any such information is specifically confirmed in writing to the Customer by the Company other than in a quotation, and then only subject to recognised tolerances; and in no circumstances whatever is the Company liable for any oral statement as to the nature, condition, specification, performance, quality, suitability or endurance of or in any other manner relating to the Goods whether made negligently or otherwise and whether purporting to be made by or on behalf of the Company, nor for any loss of any kind whatever howsoever caused resulting therefrom.

13. Title

(a) In this clause the following expressions shall have the following meanings:

"The Contract Goods" means the Goods supplied under the Contract and includes any of them.

"The New Goods" means goods produced by the Customer converting or incorporating the Contract Goods with other goods or materials prior to the property in the Contract Goods passing to the Customer and includes any of them.

"The Supplied Goods" means the Contract Goods and the New Goods and includes any of them.

(b) Property in the Contract Goods shall only pass to the Customer when all the monies owed by the Customer to the Company whether pursuant to the Contract or to any other contract between the Company and the Customer and whether made before or after the date of the Contract shall have been received by the Company.

(c) The Customer shall be at liberty to convert or incorporate the Contract Goods into or mix the Contract Goods with other goods or materials to produce the New Goods prior to the property in the Contract Goods passing to the Customer in accordance with sub-clause 14(b) but in such event the property in the New Goods (whether the other goods or article into which the Contract Goods have been converted or incorporated or with which the Contract Goods have been mixed belong to the Customer or not) shall be and remain with the Company immediately upon such conversion, incorporation or mixture until:

(i) the purchase price of the Contract Goods has been paid in full, and

(ii) payment by the Customer to the Company of any sum which is now or may thereafter become due and owing from the Customer to the Company has been made.

(d) Until property in the Supplied Goods has passed to it or until delivery of the Supplied Goods to a third party pursuant to sub-clause 14(e) the Customer shall hold the Supplied Goods in its possession as the Company's fiduciary agent and bailee, shall not obliterate any mark placed on the Contract Goods or their packaging by the Company identifying the Contract Goods as products of the Company (save where the Contract Goods are being converted or incorporated into or mixed with other goods or materials to create the New Goods), shall keep the Contract Goods separate from its other assets and those of third parties and properly stored, protected and insured and identified as the Company's property, and shall keep the New Goods when created separate from its other assets.

(e) The Customer shall in the ordinary course of the Customer's business be at liberty to use or to sell the Supplied Goods to a third party prior to the property in the Contract Goods and/or New Goods passing to the Customer in accordance with sub-clauses 14(b) and (c). In the event of such resale the Customer shall open a separate bank account in the name of the Company, and shall take place in such bank account and shall hold upon trust for the Company such part of the proceeds of resale as may be required to satisfy all sums due to the Company (whether under this Contract or any other contract or otherwise) together with any interest payable thereon. The Customer 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 Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

(f) The Customers liberty to convert or incorporate the Contract Goods into or mix the Contract Goods with other goods or materials and the Customer's liberty to deliver the Supplied Goods to a third party shall cease upon the happening of any events specified in these Conditions entitling the Company to terminate the Contract.

(g) In the event of the failure by the Customer to pay in full by the due date any monies due to the Company, the Company shall be entitled at any time thereafter to repossess the Contract Goods (and any New Goods) delivered to the Customer and not paid for in full and which still remain the property of the Company and for that purpose to enter upon any premises on which the said goods are situated and thereafter to re-sell the same giving credit for the resale price or salvage value of the re-possessed goods (if any) against the monies due from and unpaid by the Customer including interest at the rate specified in sub-clause 4(d).

14. Personal Injury or Death

Where in these Conditions the Company excludes or limits its liability in respect of any loss or damage, the Company does not intend or purport thereby to exclude or limit liability for death or personal injury resulting whether wholly or (pro tanto) in part from its own negligence or that of its servants or agents and these Conditions shall take effect accordingly.

15. Exclusion

For the purpose of these Conditions, the Company contracts on behalf of itself, its servants and agents, and insofar as any exclusion or limitation of liability or indemnity hereinafter appears, the same shall enure to the benefit not only of the Company but also its servants and agents.

16. Force Majeure

In the event of any factor beyond the Company's reasonable control (including inter alia any of the causes specified in sub-clause 8(i)) affecting the Company's supply of Goods to be manufactured and/or adapted and/or supplied pursuant to this Contract, this Contract or that part thereof which is so affected may be terminated or suspended by the Company in its sole and absolute discretion. Such cancellation or suspension shall not constitute a breach of contract by the Company and the Company shall not be liable to the Customer for any loss or damage howsoever arising as a result of such cancellation or suspension. At any time during such suspension under this clause the Company may exercise its rights under this clause to terminate the contract. If the period of suspension exceeds 90 days the Customer may terminate the contract by service of notice in writing upon the Company, such notice to expire 30 days after such service and to be effective to terminate the Contract only if the period of suspension remains in force at the expiry of such period such termination to be without liability of either party for any loss or damage arising therefrom.

17. Law and Jurisdiction

The Contract and all matters and all things arising out of the Contract or in any way connected therewith shall be interpreted or construed in accordance with and governed by Irish Law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Irish Courts.


18. General

(a) Insofar as the Company is or may become a member of a group of companies (whether as a holding company or as a subsidiary within the meaning of Section 736 Companies Act 1985) the Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member in connection therewith shall be deemed to be the act or omission of the Company.

(b) 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.

(c) No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

(d) 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.

(e) Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of England and Wales

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