STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF Roundtower Building Products Limited

DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Buyer" means the organization or person who buys Goods from the Seller.

1.2 "Goods" means the articles to be supplied to the Buyer by the Seller.

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs,

copyright, trademarks, know-how and all other forms of intellectual property wherever in the

world enforceable.

1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from

time to time.

1.5 "Seller" means RoundTower Building Products and anyone acting on their Behalf

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to

the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by

the Buyer whether in negotiation or at any stage in the dealings between the parties, including

any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in

writing, separately from such terms, that it wishes such terms to apply and this has been

acknowledged by the Seller in writing.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions

agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.3 Nothing in these Terms and Conditions is intended to or shall have the effect of limiting,

excluding, prejudicing or in any way adversely affecting the rights of the Buyer if acting as a

consumer pursuant to the Sale of Goods and Supply of Services Act 1980, the European

Communities (Unfair terms and Consumer Contracts) Regulations 1995, the Consumer

Protection Act 2007 or any other similar or analogous legislation or statutory provisions for

the time being in force in the Republic of Ireland nor shall they operate to limit or exclude any

statutory rights which cannot be legally limited or excluded, including the statutory rights of

consumers.

3 PRICE AND PAYMENT

3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may

agree in writing. The price is exclusive of VAT or any other applicable costs. If applicable,

carriage or delivery charges are additional and separate and shall be paid for by the Buyer at

the rate to be quoted by the Seller and to be agreed between the parties.

3.2 Payment of the price and VAT and any other applicable taxes, levies and/or costs shall be

paid before any products will be released.

3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when

payment becomes due from day to day until the date of payment at the yearly rate that

applies to Judgment Debts pursuant to the Courts Act 1981 and in accordance with section

26 of the Debtors (Ireland) Act 1840 (as amended).

3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be

entitled to:

3.4.1 require payment in advance of delivery in relation to any Goods not previously


delivered.

3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract

or not and without incurring any liability whatever to the Buyer for non-delivery or any

delay in delivery.

3.4.3 terminate the contract.

4 DESCRIPTION

Any description given or applied to the Goods is given by way of identification only and the

use of such description shall not constitute a sale by description. For the avoidance of doubt,

the Buyer hereby affirms that it does not in any way rely on any description when entering into

the contract.

5 SAMPLE

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto

accept that such a sample is so shown and inspected for the sole purpose of enabling the

Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

6 COLLECTION AND DELIVERY

6.1 Unless otherwise agreed between the parties in writing, the Buyer shall collect the Goods

from the Seller’s premises, and section 32(1) and section 32(2) of the Sale of Goods Act

1893 will not apply.

6.2 If the Seller has agreed in writing to deliver the Goods in accordance with clause 6.1, unless

otherwise agreed in writing, delivery of the Goods shall take place at the address specified

by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the

Goods whenever they are tendered for delivery.

6.3 If the Seller has agreed in writing to deliver the Goods in accordance with clause 6.1, the

date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of

the essence of the contract.

6.4 In circumstances where the Seller has agreed in writing to deliver the Goods in accordance

with clause 6.1, if the Seller is unable to deliver the Goods for reasons beyond its control,

then the Seller shall be entitled to place the Goods in storage until such times as delivery may

be effected and the Buyer shall be liable for any expense associated with such storage.

6.5 The Buyer is under a duty to examine the Goods on delivery or on collection (as the case

may be).

6.6 In circumstances where the Seller has agreed in writing to deliver the Goods in accordance

with clause 6.1, the Buyer shall be entitled to replacement Goods where the Goods have

been damaged during transportation, subject to the requirement that the Buyer must notify

the Seller of the damage within 24 hours of delivery. To the extent permitted by law, the

Seller shall be under no liability whatsoever to the Buyer for any defects or shortages unless

notified within 24 hours of delivery. In all cases where defects or shortages are complained

of, the Seller shall be under no liability to the Buyer in respect thereof unless a reasonable

opportunity to inspect the Goods is provided to the Seller by giving at least 48 hours. notice

in writing before any use is made thereof or any alteration or modification is made thereto by

the Buyer.

6.7 The Buyer is responsible for any damages during transportation if delivery has been

organized by the Buyer and section 32(1) and section 32(2) of the Sale of Goods Act 1893

will not apply.

7 RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the

Seller`s premises. Where the Buyer chooses to collect the Goods itself (or by its agent), risk

will pass when the Goods are entrusted to it (or its agent) or set aside for its collection (or

collection by its agent), whichever happens first.


8 TITLE

Notwithstanding the passing of risk under clause 7 above, title in the Goods shall not pass to

the Buyer until the Seller has been paid in full for the Goods.

9 WARRANTY

9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the

Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 30

Days from the date of delivery, subject to the following conditions:

9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming

apparent.

9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.

9.2 The Buyer shall be responsible for ensuring that the Goods are fit for the purpose for which it

wishes to use them and the Seller gives no warranty (and none shall be implied) that the

Goods are fit for that purpose (whether or not made known to the Seller) or for any particular

purpose.

9.3 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if

so, requested by the Seller.

9.4 Where the Goods have been manufactured and supplied to the Seller by a third party, any

warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer. The

Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in

the event that such price has already been paid.

9.5 The remedies contained in this Clause are without prejudice to the other Terms and

Conditions herein, including, but without limitation, Clauses 10 and 11 below.

10 LIABILITY

10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any

representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its

behalf, prior to the making of this contract where such representations were made or given in

relation to:

10.1.1 the correspondence of the Goods with any description.

10.1.2 the quality of the Goods; or

10.1.3 the fitness of the Goods for any purpose whatsoever.

10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any

express term of this contract where such term relates in any way to:

10.2.1 the correspondence of the Goods with any description.

10.2.2 the quality of the Goods; or

10.2.3 the fitness of the Goods for any purpose whatsoever.

10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any

description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose

whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

11 INDEMINTY

11.1 If any process is to be applied to the Goods by the Seller in accordance with a specification or

direction (as the case may be) submitted by the Buyer, the Buyer shall indemnify and hold harmless

the Seller from and against all loss, damages, costs and expenses awarded against or incurred by


the Seller in connection with or paid or agreed is be paid by the Seller in settlement of any claim for

infringement or alleged infringement of any intellectual property rights of any other person which

results from the Seller’s use of the Buyer’s specification or from the Seller complying with the Buyer’s

direction as the case may be.

11.2 Where the Buyer uses the Goods:-

11.2.1 In the manufacture, supply or distribution of any other goods; and/or

11.2.2 In the provision of a service;

then the Buyer shall indemnify and hold harmless the Seller from and against all loss, damages, costs

and expenses awarded against or incurred by the Seller in respect of such use by the Buyer arising

out of the manufacture, supply or distribution of those other goods or the provision of that service.


11.3 The Buyer shall indemnify and hold harmless the Seller from and against all loss, damages, costs

and expenses awarded against or incurred by the Seller in respect of:-

11.3.1 any liability which the Seller may incur as a result of a claim against the Seller by a

third party under the Liability for Defective Products Act 1991 (or any other similar or

analogous legislation or statutory provisions for the time being in force in the Republic

of Ireland);

11.3.2 Any warranty whatsoever given by the Buyer to any third party; and/or

11.3.3 Any loss caused by the Goods.

11 LIMITATION OF LIABILITY

11.2 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever

reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer

but in an amount not exceeding the contract price.

11.3 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude

the liability of the Seller for death or personal injury as a result of the Seller’s negligence or

that of its employees or agents.

12 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this

Agreement shall, so far as not already vested, become the absolute property of the Seller,

and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the

Seller by the execution of appropriate instruments or the making of agreements with third

parties.

13 FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the

delay or failure results from events or circumstances outside its reasonable control, including

but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or

machinery or shortage or unavailability of raw materials from a natural source of supply, and

the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for

such time as the Seller considers unreasonable, it may, without liability on its part, terminate

the contract.

14 RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as establishing or

implying any partnership or joint venture between the parties and nothing in these Terms and

Conditions shall be deemed to construe either of the parties as the agent of the other.


15 ASSIGNMENT AND SUB-CONTRACTING

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or

transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer,

without the prior written consent of the Seller.

16 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the

Terms and Conditions herein shall not be a waiver of them or of the right at any time

subsequently to enforce all Terms and Conditions of this Agreement.

17 SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable

for any reason by any court of competent jurisdiction such provision shall be severed and the

remainder of the provisions hereof shall continue in full force and effect as if these Terms and

Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

18 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of the

Republic of Ireland and the parties hereby submit to the exclusive jurisdiction of the Irish

Courts.