Terms and Conditions

KABANA LIFESTYLE LIMITED
STANDARD CONDITIONS OF SALE

TERMS & CONDITIONS – Log Cabins, Smart Cubes, Ecoblock and other Kabana structures

1. Definitions

The following words shall have the following meaning respectively: the Supplier-Kabana Lifestyle: the Customer-the person who signed the sales agreement “the Building”- as stated on sales agreement including.

2. Price

The price for the building shall be set out on the Sales Order. In the events of any alterations subsequent to signing the Sales Order required by the customer to specifications, quantity, place or date of delivery, the supplier may vary the price accordingly.

3. Payment

3.1 The deposit of 50% of the price agreed on the Sales Order shall be paid before processing. The deposit is non-refundable. On receipt of the deposit and the signed Sales Order the supplier will take the steps to supply the goods ordered.
3.2 Any payments on account by the customer to the supplier may be set off by the supplier against any liability, costs or expenses incurred by the supplier in complying with the Sales Order in the event that the customer should breach the contract.
3.3 The deposit of 50% of the price noted on the Sales Order shall be paid with the delivery of the signed Sales Order. This is non-refundable. The other payment modalities may be confirmed on the Sales Order signed by the supplier. A further installment of 30% on the price may fall due for payment on the delivery day. All final balancing sums due shall be paid on practical completion of the building, that is following the erection of the floor, external walls and the roof, and if applicable and ordered. insulation (if applicable) the provision of any plumbing and any electrical works, outside coating. The supplier may furnish the customer with a statement of account showing all monies received and all sums due on practical completion.

4. Ownership

4.1 The building shall remain the property of the Kabana Lifestyle until all sums by the customer to the supplier are paid.
4.2 The supplier shall be entitled to repossess any building supplied to the customer in respect of which payment is overdue
and thereafter to re-sell the same. For this purpose, the customer HEREBY GRANTS an irrevocable rights and license to the supplier or its agents to enter the property where the building is installed.

5. Delivery

5.1 Delivery date stated on the Sales Order is intended as an estimate or guide only.
5.2 The supplier shall be not be liable to the customer for any third party loss, damage or alteration directly or indirectly or consequential to any property, undertaking or event caused by or arising from or connected with any delay in delivery of the goods or failing to execute an order or delivery or cancellation of the contract.
5.3 The customer will allow and/or procure sufficient access to and from the relevant site for the delivery of the goods. The customer will ensure that the site is cleared and prepared before the delivery is due to commence.
5.4 The supplier reserves the right for the delivery of the goods to the kerb-side only. In the case where supplier is unable to deliver the goods due to the poor access to the site the supplier reserves the right to deduct delivery cost from the deposit received and do not return with delivery until access to the site is available.

6. Warranties

6.1 The supplier warrants the fitness for the purpose, suitability and merchantability only of goods supplied by it to the seller under the Sales Order subject to ordinary reasonable wear and tear for 2 years only from date of practical completion.
6.2 Relocation of the building supplied, unless under the supervision of or conducted by or with the written approval of the supplier, will void any warranty.
6.3 The supplier shall not be liable for any damage or other adverse consequence to the goods supplied and sold to the customer caused directly or indirectly by any failure or default or neglect on the part of the customer to properly maintain them and to comply with the supplier’s maintenance instructions. Changes or alterations to parts or components unless approved or performed by the supplier or his agents are at the customer’s risk.

7. Maintenance

The supplier requires that the building be sealed with outdoor silicon (all horizontal and vertical joint areas) & treated with quality wood treatment of customers choice in accordance with the application instructions for the product within 4 weeks of final completion of the building and thereafter according to the recommendations of the product manufacture.

8. Exclusions

8.1 The supplier shall not be liable to the customer or any third party for loss, damage or alteration weather direct or indirect or consequential to any property, undertaking or event caused by or arising from connected with delay in delivery of goods or failure to execute an order or delivery or cancellation of the contract pursuant.
8.2 Failure on the part of the customer to ensure all preparations completed for installation and operation for the agreed time and date can result in the deduction of the delivery cost from the deposit received.
8.3 The supplier or his agents will not be held liable for any damages or injuries to goods, property or personnel arising from inadequate site preparation on the part of the customer or his agent.

9. Authorities

9.1 It is the customer’s responsibility to obtain all permissions and consents, including all local authority planning permissions or any certificates or authorizations under any bye-laws or regulations if applicable.
9.2 Where the supplier authorizes access through adjacent properties for the supplier’s use during delivery and or installation, the customer is required to obtain permission from the owners of the adjacent property for such use and the customer agrees to be responsible and accept the risk and liability thereof.

10. Additional Works

10.1 The supplier shall provide any extra works required in line with suppliers specifications appropriate to the goods purchased by the customer at the extra price agreed.
10.2 If extra works such as Electricals and/or plumbing are undertaken by third parties which are not to the supplier’s specifications, the supplier will not be responsible for any damage or alterations done during or any loss caused by fittings of Electricals and/or plumbing the supplier does not guarantee such work.
10.3 If a base or foundation is ordered, the supplier shall provide a referral list of suitable contractors to quote for the construction of a base suitable for the size of the building and guarantee such work for a period of 12 months from when the building is officially commissioned and signed over to the customer. If the customer does not require a base or foundation from the supplier recommended contractor list, the supplier accepts that any base constructed by the third party in a matter between the third party and the customer and holds the supplier free from liability for any adverse consequence arising. In particular, if the base is not built to the specifications of the supplier , the supplier will not be responsible for defects caused to the goods supplied and the building by the third party foundation.

11. Courtesy

Referrals to third party contractors by the supplier to the customer are given as a professional courtesy only. The supplier is not responsible for any subsequent conduct or services provided by referrals.

12. Returns

Supplier does not accept any returns.

13. Lead Time

Supplier indicates lead time of 4 weeks as a guidance only. At busy period our lead time might reach from 8 up to 12 weeks or more .

14. Cabin Storage

Client will be notified within approximately a week before cabin is delivered to the supplier warehouse. It is clients responsibility to have site ready for cabin to be delivered within the week from the notification. Cabins can be stored for the delayed delivery for an additional charge of €100 per week for cabins under 25 sq meters and €150 for cabins over the 25sq meters.

15. Foundation Pricing

If client has purchased the timber frame building only from Kabana Lifestyle and elects to use a contractor not on our recommended list the client guarantees that the site is level  and stable. If builders will identify otherwise client might be liable for an extra charge of €15 per sq meter for foundation works or refusal of foundation works and client would need to organise the foundation themselves.

16. Insulation

Please note. Our final clearance dimensions can change when we internally insulate the exterior walls thus reducing the overall internal area. Its best to field measure after installation.

17. You might need to adjust your doors & windows during the warranty period. Window and door adjustment is included in warranty for 3 months from the day the project is completed. Our windows and doors adjustment is very simple and easy to do for anyone. You will be provided with information regarding the window and door adjusting by or staff in standard completion list at the end of the build.

18. The supplier shall not be liable for any damage or other adverse consequence to the goods supplied and sold to the customer caused directly or indirectly by any failure or default or neglect on the part of the customer to properly maintain them and to comply with the supplier’s maintenance. All windows and doors warranty as stated by manufacturers.

19.Storm Damage you will be required to have your building named on your house insurance as we do NOT cover Storm Damage as part of our Guarantee.  In the event of storm damage we will not come out to repair or replace any components or part of the building. Changes or alterations to parts or components unless approved or performed by the supplier or his agents are at the customers risk.

20. Changes or alterations to parts or components unless approved or performed by the supplier or his agents are at the customer’s risk.

21. Customer will sign off the standard completion list at the end of the build.

22. Product finishing All our buildings are pre-finished products. Sanding, filling, painting and sealing is required

The supplier requires that the building to be treated, painted inside and outside all timber parts and sealed with outdoor silicon (all horizontal and vertical external joint areas) with quality wood treatment of customer’s choice in accordance with the application instructions for the product within 14 days of final completion of the building and thereafter according to the recommendations of the product manufacture. All paints must be breathable and water based to let the timber breath. All windows and doors must be opened periodically for ventilation or alternatively have the vents installed in each room.

Exclusions

The supplier shall not be liable to the customer or any third party for loss,   damage or alteration whether direct or indirect or consequential to any  undertaking or event caused by or arising from connected with delay in delivery of goods or failure to execute an order or delivery or cancellation of the contract pursuant.

Terms and Conditions – All other products

1. DEFINITIONS
For the purposes of sales , each sale is bound by the conditions as set out below:
BUYER means the person who buys or agrees to buy the Goods from the Seller;
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;
CONTRACT means a contract between the Seller and the Buyer for the sale and
purchase of Goods in accordance with these Conditions;
DELIVERY DATE- means the date specified by the Seller when the Goods are to be
delivered, or the date on which delivery takes place, whichever is the later;
DELIVERY DESTINATION means the home of the buyer or a location further specified
in a Contract for the delivery of the Goods ordered by the Buyer under that Contract;
GOODS means the articles which the Buyer agrees to purchase from the Seller;
SELLER means KABANA LIFESTYLE LIMITED, “Leeson” 7 Well Road, Douglas Cork.
Ireland, or any of the Sellers officially appointed agents.

  1. CONDITIONS APPLICABLE
    2.1 These Conditions shall apply to all sale contracts to the exclusion of all other terms
    and conditions including any terms or conditions, or implied verbal agreement, 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 An acceptance of delivery of the Goods shall be deemed conclusive evidence of the
    Buyer’s acceptance of these Conditions.
    2.4 Any variation to these Conditions (including any special terms and conditions agreed
    between the parties) shall be inapplicable unless expressly agreed in writing by the
    Seller. The Buyer acknowledges that it has not relied on any statement, promise or
    representation made or given by or on behalf of the Seller which is not set out in the
    Contract.
    2.5 Quotations issued in any format, by the Seller do not constitute an offer by the Seller
    to supply the Goods referred to therein.
  2. PRICE
    3.1 In such cases where the Goods are sold by reference to the Seller’s published price
    list, the price payable for the Goods shall be the price stipulated in the Seller’s published
    price list current at the date of the Contract, or the date on which the Goods were ordered
    by the Buyer (as applicable). Otherwise, the price payable for the Goods shall be the
    price agreed upon between the Seller and the Buyer.
    3.2 The Seller reserves the right to increase from time to time the current price list
    without giving written notification to the Buyer due to currency fluctuations in the Global
    markets and /or any other specific market conditions.
    3.3 The price quoted is given inclusive of VAT or any tax or duty relating to the specified
    product and / or service, but may exclude such ancillary costs of Transport, Delivery ,
    Assembly and commissioning of equipment.
    3.4 All prices are quoted in Euros unless otherwise specified, and all payments must be
    made in Euros unless otherwise agreed in writing by the Seller.
  3. DELIVERY
    4.1 Delivery shall take place by such method as the Seller may in its absolute discretion
    decide, to the location specified by the Buyer (the “Delivery Destination”), on or as close
    to the Delivery Date as is reasonably practicable in all the circumstances. For the
    avoidance of doubt, the Delivery Date is approximate only, and unless otherwise
    expressly agreed in writing by the Seller, time is not of the essence for delivery.
    4.2 Costs of packaging and delivery shall be included in the price of the Goods, but may
    be subject to a charge for disposal and re cycling, once goods are delivered and fitted,
    unless otherwise stated and agreed in the Sale Invoice.
    4.3 No delay in the delivery of the Goods shall affect the price of the Goods or entitle the
    Buyer to reject any delivery or any further instalment or part of the order or any other
    order from the Buyer or to repudiate the Contract or the order.
    4.4 The Buyer’s attention is drawn to the provisions in section 9 LIMITATION OF
    LIABILITY as specified in special Condition 9.1.3.
    4.5 If, for any reason, the Buyer fails to accept delivery of any of the Goods when they
    are ready for delivery, or the Seller is unable to deliver the Goods on time because the
    Buyer has not provided appropriate instructions, documents, licences or authorisations,
    the Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all
    related costs and expenses (including, without limitation, storage and insurance). This
    provision is without prejudice to any of the Seller’s rights in relation to a failure by the
    Buyer to take delivery of the Goods or pay for them in accordance with the terms of the
    Contract.
    4.6 Subject to the other provisions of these Conditions the Seller shall not be liable for
    any direct, indirect or consequential loss (all three of which terms include, without
    limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and
    similar loss), costs damages, charges or expenses caused directly or indirectly by a
    delay in the delivery of the Goods (even if caused by the Seller’s negligence), nor shall
    any delay entitle the Buyer to terminate or rescind the Contract unless such delay
    exceeds sixty (60) days.
  4. PAYMENT
    5.1 Unless the Contract provides otherwise, subject to 5.3, payment of the price, VAT
    and any other tax, duty, insurance, storage or delivery charges shall be completed on the
    same day the goods are delivered after the initial deposit has been deducted from the
    total due.
    5.2 It is agreed that the Buyer will pay a deposit of 50% on placing an order for any
    specific product or service and the balance is paid on delivery of the goods to the buyers
    Delivery destination as defined in definitions above. Payment is accepted by Credit
    Card, Bank Transfer or cash.
    5.3 All payments payable to the Seller under the Contract shall become due immediately
    on acceptance of the goods.
    5.4 Time for payment shall be of the essence.
    5.5 The Buyer may not withhold payment of any invoice or monies due, other amount
    due to the Seller by reason of any right of set-off or counterclaim which the Buyer may
    have or allege to have or for any reason whatsoever.
  5. LATE PAYMENT
    6.1 In the event that the Buyer fails to make payment of any invoice or balances due for
    payment then the Seller shall be entitled to (without limitation):
    6.1.1 Charge interest on such invoice from the date of the invoice until the date of
    payment of the invoice at a rate of 8% above the base rate from time to time in force at
    the European Central Bank and such interest shall accrue at such rate after as well as
    before judgment;
    6.1.2 Charge additional interest in accordance with the provisions of the European

Communities (Late Payment in Commercial Transactions) Regulations 2002 at such
rates and for such times as may be permitted under these regulations;
6.1.3 Suspend or cancel deliveries of any Goods due to the Buyer;
6.1.4 Appropriate any payment made by the Buyer to such of the Goods (or any other
Goods supplied under any other Contract with the Buyer) as the Seller may in its sole
discretion think fit;
6.2 For the avoidance of doubt, the rights and remedies of the Seller set forth hereto are
cumulative, not exclusive, and the exercise of one thereof shall not deprive the Seller of
the right to exercise others.
6.3 The Seller shall be entitled to exercise the remedies in Condition 4 above
notwithstanding that risk and / or title to the Goods may not have passed to the Buyer.

  1. RISK AND TITLE
    7.1 Risk in the Goods shall pass to the Buyer:
    7.1.1 Risk of loss shall pass to Buyer according to delivery terms specified in the Sale
    Invoice ; or
    7.1.2 If the Goods are kept at the Seller’s premises under the provisions of Condition 4.5,
    or otherwise to the Seller’s order, upon collection of the Goods by the Buyer, or upon the
    expiry of seven (7) days from the Seller’s written notice to the Buyer that the Goods are
    ready for delivery, whichever is the earlier.
    7.2 The Seller accepts no responsibility for any loss, damage or shortage which may
    occur to the Goods in transit after risk has passed to the Buyer, and in the event that the
    Buyer has a claim arising in respect of any such loss, damage or shortage, then such
    claim should be notified to both the Seller and the carrier as soon as is reasonably
    practicable. The Buyer undertakes in such circumstances to comply in full with the
    carrier’s standard conditions for claims for damage, shortage or loss in transit, and
    agrees to indemnify the Seller against any loss resulting from a failure to so comply.
    7.3 Notwithstanding that delivery may have taken place and / or risk in the Goods may
    have passed to the Buyer, title to the Goods shall not pass to the Buyer until such time as
    the Seller has received in cash or other cleared funds full payment of the price of the
    Goods and all other goods agreed to be sold by the Seller to the Buyer for which
    payment is then due.
    7.4 Until such time as title in the Goods passes to the Buyer:
    7.4.1 The Buyer shall hold the Goods as the fiduciary agent and bailee of the Seller, and
    shall keep the Goods separate from those of the Buyer and third parties, and shall keep
    the Goods properly stored, protected and insured against all normal risks, to the
    reasonable satisfaction of the Seller and identified as the Seller’s property and shall not
    destroy, deface or obscure any identifying mark or packaging on or related to the Goods;
    7.4.2 The Buyer shall be entitled to use the Goods in the ordinary course of its activities
    or business (save that such entitlement may be terminated forthwith by notice from the
    Seller to the Buyer, and shall automatically terminate without notice in the event that a
    receiver or examiner is appointed over any of the assets or the undertaking of the Buyer,
    or a winding up order is made against the Buyer, or the Buyer goes into voluntary
    liquidation (other than for the purpose of a Personal Insolvency Arrangement ( PIA ) or
    calls a meeting or makes any arrangement or composition with its creditors or any act
    analogous to the foregoing in any jurisdiction, and in the event of a liquidator or receiver
    being appointed then they shall pay into a separate bank account any sums received
    from third parties in respect of the sales to them of Goods by the Buyer up to the amount
    of any indebtedness of the Buyer to the Seller for the sole benefit of the Seller); and
    7.4.3 provided that the Goods are still in existence and have not been sold by the Buyer
    in accordance with Condition 7.4.2 hereto, the Seller shall be entitled at any time to
    require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so
    forthwith to enter upon any premises of the Buyer or any third party where the Goods are
    stored and repossess the Goods.
    7.5 Any Goods repossessed by the Seller may be resold on such terms as the Seller may
    in its absolute discretion determine and the Buyer shall remain liable to the Seller for the
    difference between the net proceeds of such resale and all outstanding sums due to the

Seller in respect of the Goods and for all costs and expenses incurred by the Seller in
repossessing, storing, insuring and re-selling the same.
7.6 The Buyer shall not pledge in any way, charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller. Without prejudice
to the other rights of the Seller, in the event that the Buyer purports to do so then all
sums whatever owing to the Seller by the Buyer shall immediately become due and
payable.
7.7 The provisions of these Conditions relating to payment for the Goods shall apply
equally (and without limitation) to payment for fees or charges incurred by the Seller in
undertaking any extra work, requirement, modification, test or inspection.
7.8 Upon termination of the Contract, howsoever caused, the Seller’s (but not the
Buyer’s) rights contained in this Condition 7 shall remain in effect.
7.9 Except where, prior to shipment, Seller agrees in writing to accept return of the
Goods sold hereunder, Seller reserves the right to decline at its sole discretion requests
from Buyer to return quantities of the Goods ordered but not utilized by Buyer for any
reason. No returns may be made without Seller’s written approval. For approval
and issuance of Goods return instructions, Buyer should contact Seller. Buyer shall pay
all return shipping charges to the location designated by Seller. Buyer may not set off
from payments due to Seller any amounts for returns or expected returns except with
Seller’s written permission. Seller shall not be obligated to issue any payments or credits
for returned amounts where Buyer is in default of any of its payment obligations.
Restocking fees may be charged at Seller’s discretion.

  1. WARRANTY
    8.1 Subject to the provisions of Condition 9 below, the Seller warrants that the Goods will
    correspond with their specification at the time of delivery and will be free from defect in
    both materials and workmanship for a period of twelve (12) months from the Delivery
    Date. A manufacturers warranty is present on the goods seperately
    8.2 Except where the Buyer is dealing as a consumer (within the meaning of section 3(1)
    of the Sale of Goods and Supply of Services Act 1980 (the “1980 Act”)), all other
    warranties, conditions or terms relating to the fitness for purpose, quality or condition of
    the Goods (including but not limited to sections 13, 14 and 15 of the Sale of Goods Act
    1893 (as amended by section 10 of the 1980 Act)), whether express or implied by
    statute, common law or otherwise, are excluded to the fullest extent permitted by law.
  2. LIMITATION OF LIABILITY
    9.1 Without prejudice to the generality of Condition 8 above, the Seller shall be under no
    liability to the Buyer:
    9.1.1 In respect of any defect arising from wear and tear, wilful damage, negligence,
    abnormal working conditions, a failure to follow the Seller’s instructions (whether oral or
    in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
    9.1.2 whatsoever in the event that the full price (including, without limitation, those
    matters set out in Condition 7) for the Goods has not been paid by the due date for
    payment;
    9.1.3 or otherwise be deemed to be in breach of the Contract by reason of any delay in
    performing, or any failure to perform any of the Seller’s obligations in relation to the
    Goods if the delay or failure was due to any cause beyond the Seller’s reasonable
    control. Without prejudice to the generality of the foregoing, the following shall be
    regarded as causes beyond the Seller’s reasonable control:
    (a) Act of God, Viral Epidemic / Pandemic, explosion, flood, tempest, fire or accident;
    (b) war or threat or war, sabotage, insurrection, civil disturbance or requisition;
    (c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the
    part of any governmental, parliamentary or local authority;
    (d) import or export regulations or embargoes;
    (e) strikes, lock-outs or other industrial actions or trade disputes (whether involving
    employees of the Seller or of a third party);

(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(g) power failure or breakdowns in equipment.
9.2 Where any valid claim in respect of any of the Goods is based on any defect in the
quality or condition of the Goods or their failure to meet their specification is notified to
the Seller in accordance with these Conditions then the Seller shall be entitled to fix or
replace the Goods (or the part in question) free or charge, or at the Seller’s sole
discretion refund to the Buyer the price of the Goods (or a proportionate part thereto), but
upon the Seller undertaking either of the steps in this Condition 9.2 the Seller shall have
no further liability to the Buyer. In any event, and notwithstanding anything else to the
contrary, Buyer shall not be entitled to any additional amounts or any other
reimbursement, except as explicitly set forth in the preceding sentence of this Condition
9.2. For the removal of doubt, Buyer shall not be entitled to any reimbursement due to
defect in the quality or condition of the Goods or their failure to meet their specification,
unless Seller was notified of such defect and decided, at its sole discretion, not to replace
the Goods (or any applicable component thereof) with conforming Goods or components.
Notwithstanding anything else to the contrary in these Conditions, Seller shall not be
under any obligation to fix or replace the Goods, or refund the price of such Goods,
unless (i) it was notified of the defect in the quality or condition of the Goods or their
failure to meet their specification, and (ii) it had the opportunity to inspect the Goods
within a reasonable time after it was notified of the defect/non-conformity of the Goods.
Except in respect of death or personal injury caused by the Seller’s gross negligence, the
Seller shall not be liable to the Buyer 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 loss of profit or for any indirect, special or
consequential loss or damage, costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Seller, its employees or agents or
otherwise) which arise out of or in connection with the supply of the Goods.
9.3 Any claim (including any relating to the quality of the Goods) by Buyer arising out of
this Contract shall be provided to Seller by written notice setting forth fully the facts on
which it is based immediately after the date when the facts were discovered or
reasonably should have been discovered, but in any event no later than 90 days after the
date the Goods were delivered by Seller. Buyer unconditionally waives any and all claims
that are not made during the requisite period required by this Contract and Seller shall
not be obliged to accept any such claims made after such period.

  1. INTELLECTUAL PROPERTY RIGHTS
    10.1 As between the Buyer and the Seller, all intellectual property rights and all other
    rights in the Goods and the Seller’s website shall be owned by the Seller, the Seller’s
    agents, subcontractors, consultants and employees as appropriate.
    10.2 The Buyer shall indemnify the Seller on a full indemnity basis against any and all
    actions, costs (including, without limitation, the costs of defending any legal proceedings),
    claims, proceedings, accounts and damages in respect of any infringement of any patent,
    registered design, copyright, trademark or other industrial or intellectual property rights
    resulting from compliance by the Seller with the Buyer’s specific instructions relating to
    the use of the Buyer’s intellectual property rights.
  2. DATA PROTECTION
    The Buyer acknowledges and agrees that details of the Buyer’s name, address and
    payment record may be submitted to a credit reference agency, and personal data will be
    processed by and on the Seller’s behalf in connection with the Goods.
  3. GENERAL PROVISIONS
    12.1 Unless otherwise agreed by Seller and Buyer in writing, no Contract or work order
    may be terminated by Buyer except by mutual agreement in writing.
    12.2 Termination of a Contract or a work order is subject to the following conditions: (i)
    Buyer will pay for all undelivered Goods which are completely manufactured and

allocable to Buyer at the time of Seller’s receipt of notice of termination; and (ii) Buyer will
pay all costs, direct and indirect, which have been incurred by Seller with regard to
Goods which have not been completely manufactured at the time of Seller’s receipt of
notice of termination, plus a pro rata portion of normal profit on the Contract.

  1. GENERAL PROVISIONS
    13.1 These Conditions shall be governed by and construed in accordance with Irish law
    and the parties hereby submit to the non-exclusive jurisdiction of the Irish Courts.
    13.2 Any dispute, controversy or claim arising out of or in connection with the Contract
    whether in tort, contract, under statute or otherwise, including any question regarding its
    existence, validity, interpretation, breach or termination of the Contract shall be settled by
    consultation between the Parties. In the event of failure of such consultations within 60
    days (unless otherwise extended by mutual agreement) after receipt by the respondent
    Party of the written notice of such matter, then the matter shall be finally and exclusively
    resolved by arbitration under the arbitration rules of the United Nations Commission on
    International Trade Law (UNCITRAL) in force as at the date of the Contract (“Rules”),
    which Rules are deemed to be incorporated by reference into the Contract. The Tribunal
    shall consist of one arbitrator, to be appointed in accordance with the Rules. The seat of
    the arbitration shall be Cork, Ireland. The language of the arbitration shall be English.
    The appointing authority shall be the President of the Law Society of Ireland. The matter
    and decision shall be governed by the substantive law referred to in the preceding
    paragraph. The arbitrator shall set forth the reasons for the award in writing. Where
    necessary, the decision in arbitration may be enforced by any court having jurisdiction.
    13.3 No forbearance or indulgence by the Seller shown or granted to the Buyer whether
    in respect of these Conditions or otherwise shall in any way affect or prejudice the rights
    of the Seller against the Buyer or be regarded as any waiver of any of these Conditions.
    13.4 The Seller may cancel any Contract at any time before the Goods are delivered by
    giving written notice. Upon giving such notice the Seller shall promptly repay to the Buyer
    any sums paid in respect of the Goods. Without prejudice to the limitation of Condition 9
    above, the Seller shall not be liable for any loss or damage whatever arising from any
    cancellation in accordance with this Condition 13.4
    13.5 The Seller reserves the right to sub-contract the whole or any part of the Contract.
    13.6 Any provision of these Conditions or any Contract which is, or may be, void or
    unenforceable shall, to the extent of such invalidity or unenforceability be deemed
    severable and shall not affect any other provision the Contract. If any court or competent
    authority finds any provision of these Conditions unenforceable because of the breadth of
    area, subject or time to which it applies, the parties agree that the provision shall be
    enforced to the fullest extent permissible by law of the jurisdiction where enforcement is
    sought.
    13.7 Any notice under or in connection with these Conditions or any Contract shall be in
    writing and shall be served by registered post or by hand on the party to the address of
    the party set out in the Contract or at such other address as may subsequently be
    notified by one party to the other, and in the absence of any evidence of earlier receipt
    any notice shall be deemed to have been received: (i) if delivered by hand when left at
    the address for service; or (ii) if sent by registered post, on the second day after posting.
  2. TECHNICAL ADVICE OR OBSERVATION
    14.1 At Buyer’s request, Seller (or representative it may designate) may provide certain
    limited observation and/or technical advice associated with the sale and/or use of the
    Goods sold under this Contract (“Services”). Seller reserves the right to establish limits
    on the total time allocated to Buyer for such Services. Where Buyer and Seller contract in
    writing for additional or extended services, if any, those terms shall be controlling, within
    the scope of those extended services described.
    14.2 Services are offered in an advisory capacity only, and Buyer assumes full
    responsibility for its use or non-use of such Services and agrees that Seller shall have no

liability for Buyer’s use or non-use thereof and Seller makes no warranty, expressed or
implied, as to the services.
14.3 Any provision of the Contract notwithstanding, each of Seller and Buyer, (in each
case an “Indemnifying Party”) shall indemnify and defend the other Party and shall be
responsible for all losses, damages, claims, liabilities (including solicitor’s fees),
demands, penalties and interest (“Claims”) arising out of Services, where also arising out
of (i) injury, disease, or death of the Indemnifying Party’s own employees, or (ii) loss of or
damage to the Indemnifying Party’s own property, even if (i) or (ii) above is caused in
whole or in part by the negligence of an indemnified party or their employees or agents.
14.4 When visiting each other’s premises, Buyer and Seller and their respective
personnel shall observe all rules or regulations that are in force on such premises. Buyer
shall inform Seller of hazards, reasonably associated with the provision of the Services. A
Party may keep or withdraw its personnel from any site of the other Party without any
liability for delay or otherwise if, in the opinion of the first Party, that site represents a
danger to the safety of its personnel.

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