1. Definitions

1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.

1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.

1.4 ‘Price’ means the price for the goods excluding carriage, packing, insurance and V.A.T.

1.5 ‘Seller’ means the person whose name and address appears in the box marked ‘Seller’ overleaf.

2. Conditions Applicable

2.1 These conditions shall apply to all contracts for the sale of goods by the Seller to the Buyer to the exclusions of all other terms andconditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

2.2 All orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions.

2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.

2.4 Any variations of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. The Price and Payment

3.1 The price shall be the Seller’s quoted price. The price is exclusive of V.A.T. which shall be due at the rate ruling on the date of Invoice.

3.2 Payment of the price and V.A.T. shall be due within thirty days of invoice.

3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% above Allied Irish Bank P.LC.’s overdraft rate from time to time in force and shall accrue at such a rate after as well as before any judgement.

4. The Goods

The quantity and description of the goods shall be as set out overleaf.

5. Acceptance of the Goods

5.1 The Buyer shall be deemed to have accepted goods twenty-four hours after delivery to the Buyer.

5.2 After acceptance, the Buyer shall not be entitled to reject goods which are not in accordance with the contract.

6. Transfer of Ownership

6.1 The property in the goods shall remain in the Seller until the Seller has received payment in full for sums due and owing on any account by the Buyer.

6.2 If the Buyer shall sell or otherwise dispose of the goods before payment in full as aforesaid has been made to the Seller, the Buyer shall in such case hold all monies received by him from such sale or disposal in trust for the Seller and shall on request furnish the Seller with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable the Seller to recover any outstanding sums due from such persons.

6.3 So long as the property in the goods shall remain in the Seller, the Buyer shall hold the goods as Bailee from the Seller and store the goods so as to clearly show them to be the property of the Seller, and the Seller shall have the right, without prejudice to the obligations of the Buyer to purchase the goods, to retake possession of the goods and for that purpose to go upon any promises occupied by the Buyer.

6.4 Nothing in this clause shall confer any right upon the Buyer to return the goods. The Seller may maintain an action for the price notwithstanding that the property in the goods shall not have vested in the Buyer.

7. Risk of Loss or Damage

7.1 Notwithstanding that the property in the goods may not have passed to the Buyer, the Buyer shall carry all risk of loss of and damage to the goods from the time when the goods are delivered to the Buyer.

7.2 From when the risk of loss of and damage to the goods commenced to be carried by the Buyer until the Seller is paid in full for the goods the Buyer shall:

 i) Indemnify and keep indemnified the Seller against all loss of and damage to the goods and against any reduction in the retail value thereof below

ii) Insure and keep insured the goods in an amount at least equal to the price to be paid therefore by the Buyer; and

iii) Hold upon trust for the Seller absolutely all proceeds of this insurance.

8. Proper Law of Contract

This contract is subject to the Law of the Republic of Ireland.