1.INTERPRETATION

1.1

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time

Contract: the contract between the Supplier and the Customer for the sale and distribution of the Goods in accordance with these Conditions.

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

Goods: the goods (or any part of them) set out in the Order.

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

Supplier: Fleetwash Environmental Limited

2.BASIS OF CONTRACT

2.1

All contracts made by the Supplier are deemed to include these terms and conditions and the placing of an order is deemed acceptance of these terms and conditions

2.2

The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.3

Any 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.

2.4

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.

2.5

The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

2.6

The Supplier is not liable for any reason whatsoever to the Customer for any loss howsoever arising or for any defect or misdescription of the Goods.

3.DELIVERY

3.1

The Customer shall collect the Goods from the Supplier’s premises or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.

3.2

Delivery is completed on the completion of loading of the Goods at the Delivery Location.

3.3

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.

3.4

If the Supplier fails to deliver the Goods, the Supplier shall have no liability for any failure to deliver the Goods. If the Customer fails to take delivery of

the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, 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 third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

(b)the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

3.5

If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, charge the Customer for any shortfall below the price of the Goods.

4.TITLE AND RISK

4.1

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

4.2

Title to the Goods shall not pass to the Customer until the Supplier receives payment in full;

4.3

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;

(c)maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and give the Supplier such information relating to the Goods as the Supplier may require from time to time.

5.PRICE AND PAYMENT

5.1

The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

5.2

The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods

5.3

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;

5.4

The Customer shall pay each invoice submitted by the Supplier prior to Delivery

5.5

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, 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 will accrue each day at 4% a year above the Bank of Ireland’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6TERMINATION

6.1

Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

7.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 affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks the party not affected may terminate this agreement by giving 14 written notice to the affected party.

8.GENERAL

8.1

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.

9 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.

Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.