General
1.1 In these Terms and Conditions:

(a)“Affiliate” means, in relation to a person, any other person which controls, is controlled by or is under common control with that first person; and for this purpose “control” means possession of the power to direct or cause, or to appoint a majority of those ultimately responsible for, the direction of the management and policies of a person whether by membership, ownership, contract or otherwise.

(b)“Contract” means the contract formed between the Supplier and the Customer for the sale and purchase of the Product(s) upon acceptance of an Order by the Supplier through the issue of an Order Acknowledgement subject to these Terms and Conditions and any additional terms contained within the Order Acknowledgement;

(c)“Customer” means you, the purchaser of the Products;

(d)“Order” means an order for the purchase of Products that has been accepted by the Supplier

(e)“Order Acknowledgement” means the communication from the Supplier to the Customer to confirm acceptance of an Order;

(f)“Price” means the price charged by the Supplier on the sale of a Product or Products

(g)“Products” means the electrostatic disinfecting products, related services and accessories sold to the Customer by Supplier from time to time, excluding the packaging or combination of the Products with the product of any third party.

(h)“Supplier” means Halroy Ltd t/aEurojet Cork a company incorporated in Ireland under company number 202848 with its registered address at Unit 27 A, Euro Business Park, Little Island, Cork

(i)“Terms and Condition” means these terms and conditions for the sale of the Products to the Customer (as may be amended from time to time);

1.2 For the purpose of these Terms and Conditions, a Contract shall be formed in respect of the supply of any Product or Products at such time as the Supplier accepts any Order for such Product or Products through the issue of an Order Acknowledgement and the term “Contract” shall be construed accordingly.

1.3 The Supplier reserves the right to amend these Terms and Conditions from time to time or to include any additional terms of sale within an Order Acknowledgement.

Terms of Order and Acceptance.

2.1 Acceptance. All sales of Products to Customer shall be made pursuant to these Terms and Conditions. An Order is binding only when accepted in writing by an authorized representative through the issue of an Order Acknowledgement and is accepted subject to these Terms and Conditions attached and any additional terms set out in the Order Acknowledgement, which constitute the complete Contract between the Parties.

2.2 By placing an order (which the Customer acknowledges Supplier shall have no obligation to accept), the Customer accepts that these Terms and Conditions (as amended or added to from time to time by Supplier) apply to that Order and to future Orders as well as an additional terms contained within an Order Acknowledgement.

2.3 No Acceptance. Supplier’s performance under any Order does not constitute an acceptance of any provision of any terms and conditions of the Customer that is different from or additional to these Terms and Conditions, and any such different or additional provisions (even when included in any Order that has been accepted) are hereby expressly rejected and are void.

2.4 Cancellation. Except as otherwise expressly provided in the Supplier’s Order Acknowledgment, the Order may be cancelled only by mutual written consent of the Parties. If Customer is in default by failure to pay any previous invoice within credit terms at the expected date of shipment of the Products or any part thereof, or if Supplier has received any adverse credit information about Customer, Supplier may delay shipment and/or cancel the unshipped balance of the Products without liability. In the event of government intervention, trade restrictions, and/or quotas, which may delay or preventdelivery of the Products or any part thereof, Supplier, at Supplier’s option, may cancel the unshipped balance of the Products without liability and refund such portion of the Price paid for the unshipped Products . In the event any of the Products shall become subject to any governmental fees or duties not presently in effect or to any increase in any existing fee or duty, including any antidumping duty or countervailing duty, Supplier shall have the right to cancel the unshipped balance of the Products without liability.

Terms of Sale.
3.1 Shipment and Delivery. The Supplier shall endeavour to deliver the Products in accordance with the timeframe set out in the Order Acknowledgement however time is not of the essence for delivery and the Supplier disclaims all liability for any late deliveries. All prices and delivery are EXW Supplier’s warehouse in 27A Euro Business Park, Little Island, Cork, Ireland (or such other facility that the Supplier may communicate to the Customer from time to time in writing) (the “Supplier’s Facility”). Supplier shall tender delivery by placing the Products at the disposal of the Customer at Supplier’s Facility. Supplier shall provide prior notice to Customer as to when the Products will be placed at Customer’s disposal. Customer shall arrange and pay for all costs of transportation including, without limitation, taxes, insurance, and customs clearance. Except as set forth below, all risk of loss and/or damage shall pass to Customer when the Products are picked up by Customer at Supplier’s Facility. Delivery and acceptance shall not be affected by a delay on the part of Customer in accepting delivery provided the Products have been duly appropriated to the Customer as indicated by Supplier’s invoice, packing slip, or other record thereof. Shipment of Products held by reason of Customer’s request or inability to receive Products will be at the risk and expense of Customer. Nothing herein shall limit or waive Customer’s right of inspection or otherwise constitute an unqualified acceptance of Products. If Customer discovers damage to products after they arrive at Customer’s facility, Customer shall notify Supplier pursuant to the terms hereof.

3.2 Resale: The Customer may not resell the Products without the written consent of the Supplier.

3.3 Destination Control Statement. Certain Products sold by Supplier may be subject to export control laws, regulations and orders of the USA and the export or import control laws and regulations of other countries. Customer will comply with all applicable export and re-export control laws and regulations, including without limitation, the Export Administration Regulations maintained by the Department of Commerce and the Office of Foreign Assets Control Regulations of the Treasury Department. Customer will not, directly or indirectly, sell, export, re-export, transfer, provide, divert, loan, lease, consign, or otherwise dispose of products, services, software, source code, or technology received in connection with this transaction to any person, entity, or destination prohibited by the laws or regulations of the USA, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Customer hereby agrees to indemnify, defend and hold harmless Supplier and its employees from and against any and all claims, demands, damages, costs, penalties and fines arising in connection with any alleged breach by Customer or its agents of this paragraph.

3.4 Taxes and Fees. Unless expressly stated and agreed to in writing by Supplier, quoted Prices do not include shipping and handling charges, sales, use, excise, value added or similar taxes or duties which shall be added to the sum in question and paid by the Customer. Customer is responsible for customs clearance. Any taxes (including income, stamp and turnover or value added taxes) duties, fees, charges, or assessment of any nature levied by any governmental authority in connection with sale of the Products to the Customer, whether levied against Customer or Supplier, shall be the responsibility of the Customer and shall be paid directly by Customer to the government authority concerned or Customer shall reimburse Supplier (in Euros plus the cost of currency conversion) if Supplier is required to pay any such levies, including any fines, penalties or assessments.

3.5 Import Licences: The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the relevant shipment.

3.6 Limited Warranty and Limitation of Remedy. Supplier warrants that the delivered Machines shall conform to the grade and quantity specified in the Order Acknowledgment for a period of one (1) year. Accessories have a 30-day guarantee. Certain items e.g. Guns, Lances, Nozzles, Hoses and Unloader Valves are considered wear & tear items and are not covered under warranty. If the sale is based upon a sample, the sample shown by Supplier to Customer was for demonstration purposes only, and Supplier makes no warranty that the Products delivered shall conform to the sample; conformity of the Products to the sample is not a part of the basis of the bargain between Supplier and Customer. If the order includes Products which have been fabricated in accordance with drawings approved or supplied by Customer, those Products are only warranted to be in substantial compliance with the specifications of any such drawings. The sole and exclusive remedy of the Customer for any liability of Supplier of any kind, including (a) warranty, express or implied, whether contained in the terms and conditions hereof or in any terms additional or supplemental hereto, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to Supplier’s repair or replacement of those Products the examination of which by Supplier reveals material defects during the warranty period or, at Supplier’s option, a refund to Customer of the money paid to Supplier for such Products. The warranty period shall begin on the date of purchase shown on Supplier’s packing list and shall continue for a period of one (1) year therefrom for all Products. This limited warranty shall not extend to any Products that have been modified, disassembled, altered, changed, damaged, misused, repaired, misapplied or negligently maintained in any manner by the Customer or its employees, agents or representatives. EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED HEREIN, SUPPLIER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCTS, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED.

3.7 Limitation of Liability. Subject to the clause 3.8, the Supplier’s total liability in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation any Products, other goods or services supplied under a Contract or the supply or non-supply or purported supply or delay in supply of any Products, other goods or services under a Contract or otherwise out of or in connection with or in relation to a Contract or any transaction or matter contemplated by it shall be limited to, at the Supplier’s discretion, the cost of replacing the relevant Products, other goods or services or the amount actually paid for the relevant Products, other goods or services that are the subject matter of a claim. The limitation of Liability under this sub-clause has effect in relation both to any liability expressly provided for under a Contract and to any liability arising by reason of the invalidity or unenforceability of any term of a Contract.

3.8 Liability not Excluded: Nothing in the terms of a Contract (including the above clauses on “Limitation of Liability” and “Warranty Remedy and Limitation of Remedy”) shall exclude the Supplier’s liability for:

Fraud, deceit or willful misconduct
Death or personal injury caused by negligence
any liability to the extent that, under applicable law, it cannot be excluded or limited.
3.9 To the extent that is legally permissible, Supplier (and its Affiliates as well as each of their officers, agents, contractors and employees) shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise):

loss of revenue
loss of actual or anticipated profits,
loss of contracts,
loss of the use of money,
loss of anticipated savings,
loss of business,
loss of opportunity,
loss of goodwill,
loss of reputation,
loss of, damage to or corruption of data, or
any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above),

4Retention of Title. Until the unpaid Price and any other amounts payable by Customer to Supplier under the order acknowledgment are paid in full, Supplier shall retain all title and ownership in the Products. The Customer grants to the Supplier an irrevocable licence for the Supplier, its agents and employees to enter any premises where the goods of the Customer are stored to ascertain whether any Products are stored there and to inspect, count and recover them.

4.1Rejection or Claims. A rejection of the Products for nonconformity, or a claim of shortages and/or damaged material (not caused in the shipping process) by Customer, shall not be effective unless it is made, and written notice thereof is given to Supplier, within thirty (30) days after the Products arrive at Customer’s premises . Customer, at its sole cost and expense, shall deliver the rejected Products to Supplier at the location specified by Supplier. Supplier reserves the right to inspect the rejected Products and to determine lack of conformity in its sole discretion. In the event the rejected products are damaged or otherwise lack conformity, Supplier will provide Customer a credit on future orders, or a reimbursement, for the cost of delivering the rejected products.

4.2Failure to Take Delivery. If Customer fails to take delivery of the Products, or any part thereof, the Products not delivered shall be held at Customer’s sole risk in all respects. Supplier, acting as Customer’s agent and at Customer’s expense, may thereafter store, insure and/or otherwise protect such Products or may resell same for Customer’s account. The delivery date(s) quoted are based on Supplier’s best estimate of a realistic time when delivery to the carrier will be made and are subject to confirmation at time of acceptance of any resulting order. Supplier reserves the right to make either early delivery or partial delivery upon prior notice to Customer as provided Section 4a hereof and to invoice Customer accordingly.

4.Payment.

4.1Payment Terms. All payments shall be made in Euros in full up front and prior to delivery of the Products, unless otherwise specified by Supplier. Customer’s failure to make payment when due will be a material breach of the relevant Contract. Amounts unpaid after such date shall bear interest from the date of the invoice at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate allowed by law, whichever is lower. Supplier shall be entitled to reimbursement from Customer for all costs and fees, including reasonable attorneys’ fees, incurred by Supplier in the collection of any overdue amounts. Supplier, at its sole option and without incurring any liability, may suspend its performance until such time as any overdue payment is made or Supplier receives assurances, adequate in Supplier’s opinion, that the payment will be promptly made. In the event of such suspension of performance by Supplier, there will be an adjustment made to the remaining delivery schedule and order pricing to reflect the changes to the then current delivery times and cost resulting after suspension. Customer may only suspend the order upon Supplier’s written consent. In the event of such Customer suspension, the delivery time will be changed, taking into account the suspension, and Customer will promptly paySupplier for all costs, including related overhead costs, resulting from such suspension.

4.2All costs and expenses incurred by Supplier in respect to collecting debts or in relation to any breach of a Contract with Supplier will be charged to and payable by the Customer immediately on demand.

4.3Where amounts owing by the Dealer are not paid in full, Supplier may set-off or appropriate payments by the Dealer to Products or to other sums due hereunder in such manner as it thinks fit.

5.Term and Termination.

5.1 At any time, Supplier or the Customer may terminate any Order on giving to the other party not less than ninety (90) days written notice.

5.2 Supplier may terminate any Contract with the Customer immediately upon issuing a notice in writing to the Customer upon the occurrence of an Event of Default.

5.3 Each of the following shall be an Event of Default with regard to the defaulting-party concerned:

(i)the Customer fails to comply with any material obligations on its part under a Contract and either that failure is not susceptible to remedy or, if it is susceptible to remedy, it is not remedied within 28 days of notice having been given by the Supplier to the Customer requiring that failure to be remedied;

(ii)the Customer is, or is deemed for the purposes of any relevant law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or the Customer suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or

(iii)any step (including the making of any proposal, the convening of any meeting, the passing of any resolution, the presenting of any petition or the making of any order) is taken with a view to a composition, assignment or arrangement with any creditors of, or the winding up, liquidation or dissolution of, the Customer; or any liquidator, provisional liquidator, receiver or examiner is appointed to or in respect of the Customer or any of its assets.

5.4The termination of a Contract shall be without prejudice to the rights of each of the parties accrued up to the date of termination.

5.5Obligations on Termination. On termination, all amounts owing by Customer to Supplier shall, notwithstanding prior terms of sale, become immediately due and payable and all unshipped Orders shall be cancelled without liability of either Party to the other (except payment of refunds for such unshipped Orders less any costs incurred by Supplier up until termination).

6.Default. If Customer breaches or is otherwise in default under any Contract between the Parties hereto, Supplier at its sole option, may defer delivery of the Products until the default is cured, or may treat the default as a repudiation by Customer of the Order in its entirety, resell the Products and hold Customer liable for such damages as Supplier may incur, including consequential and incidental damages. For purposes hereof, Customer’s insolvency shall be a default.

7.Compliance with Laws: Each party shall at its own expense comply with all laws and regulations relating to its activities under the, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

8.Language: Every Contract is drafted in the English language. If a Contract is translated into any other language, the English language text shall prevail.

9.Intellectual Property. All the designs, know-how, innovations, inventions, discoveries, patents, copyrights, trademarks and other intellectual property rights related to the Products (the “IP Rights”) provided under any Contract shall be and remain the property of the Supplier and/or the Manufacturer. Nothing in a Contract shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the IP Rights. The Supplier/Manufacturer asserts its full rights to control the use of its trademarks within the EEA and the Customer shall assist the Supplier as required in preventing parallel importers from diluting the Supplier’s rights.

10.Use of Trademarks.

Customer shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier or Manufacturer (or any of their Affiliates) or to represent itself as Supplier or Manufacturer (or any of their affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Customer expressly agrees that no license to use Supplier or Manufacturer (or any of their Affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by these Terms and Conditions or any Contract. Customer may, however, indicate in its advertising and marketing materials that it is a Customer for Products and may, as necessary, incidentally use the Supplier Trademarks in its sales/marketing efforts. Upon request by Supplier, Customer will place proper trademark, copyright and patent notices in its advertisements, promotional brochures and other marketing materials for the Products. Supplier reserves the right to review Customer’s marketing and sales materials prior to their publication or use. No rights shall inure to Customer as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier and/or Manufacturer.

Customer will not use, authorize or permit the use of, the name or any other trademark or trade name owned by Supplier or Manufacturer (or any their Affiliates) as part of its firm, corporate or business name in any way. Customer shall not contest the right of Supplier or Manufacturer to exclusive use of any trademark or trade name used or claimed by Supplier or Manufacturer. Customer may, subject to Supplier’s policies regarding reproduction of same, utilize Supplier’s name, trademarks and logos in advertising, on stationery and business cards, or on its website.

Upon termination of a relevant Contract for any reason, Customer will immediately cease using the Supplier Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove Supplier Trademarks from any listings in public records, telephone books, other directories, remove any visual displays or literature at Customer’s location, the Internet and elsewhere that would indicate or would lead thepublic to believe that Customer is the representative of Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b) cancel, abandon or transfer (asrequested by Supplier) any product licenses, trade name filings, trademark applications or registrations or otherfilings made by Customer or its Affiliates (whether or not such filings were authorized by Supplier) that may incorporate the Supplier’s Trademarks or any marks or names confusingly similar to the Supplier Trademarks. Upon Customer’s failure to comply with this paragraph, Supplier may make application for such removals, cancellations, abandonments or transfers in Customer’s name. Customer shall render assistance to and reimburse Supplier for expenses incurred in enforcing this paragraph.
11.Order Processing and Returns. (a) Supplier will employ its best efforts to fill Customer’s orders promptly on acceptance but reserves the right to allot available inventories among Customers and end user customers at its discretion. (b) Except for Supplier’s products that are defective at the time of sale to Customer, Supplier shall not be obligated to accept any of Products that are returned. In the event such returns are accepted, Supplier may impose a reasonable restocking charge.

12.Relationship of the Parties. The relationship of the Parties is that of vendor and vendee. Customer, nor its employees, agents and representatives shall, under no circumstances, be deemed employees, agents or representatives of Supplier. Neither Party is or shall be deemed to be a partner, joint venturer, or agent of the other Party and neither Customer nor Supplier shall have any right to enter into any contract or commitment in the name of; or on behalf of the other, or to bind the other in any respect whatsoever.

13.Cooperation. The Parties shall provide reasonable and prompt cooperation with each other and to execute all reasonably requested documents to give effect to the terms of each Contract including, without limitation, following the expiration or termination hereof.

14.Mutual Confidentiality. The Parties shall not disclose the terms of any Contract or any information provided from one to the other that is related to the terms and operation of any Contract, the Products or each other’s businesses, except to their Representatives or those third parties who have signed an agreement to keep the terms hereof confidential. Neither Party shall disclose to any third party, except as required by legal process, any sales information, customers, marketing strategies, pricing, or price strategy relating to the Products or each other’s businesses.

15.Disputes/Notices. Any notice required by a Contract or given in connection with it, shall be in writing and shall be given to the appropriate Party by personal delivery or recognized overnight services.

If to Supplier:

Eurojet Cork, Unit 27A, Euro Business Park, Little Island Cork, T45 E765 Ireland

If to Customer:

The contact details included in the Order.

16.No Waiver. The waiver or failure of either Party to exercise in any respect any right provided in a Contract shall not be deemed a waiver of any other right or remedy to which the Party may be entitled.

17.Force Majeure. Supplier shall be free from any liability for delay or failure in shipment arising from accidents, perils of the sea, fire, earthquake, civil commotion, terrorist acts, war or consequences of war, government acts, government shutdowns, pandemics, epidemics or other outbreaks of disease, governmental health and safety restrictions, act or default of carrier or any other contingency of whatsoever nature beyond Supplier’s control affecting production and delivery of the Products. In such a situation, if shipment or delivery is not made during the period contracted for, Customer shall accept delivery under the Order Acknowledgment when shipment is made; provided, however, Customer shall not be obligated to accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or causes.

18.Assignment. Neither any Contract made under these Terms and Conditions nor any interest in such a Contract may be assigned by the Customer without the prior express written approval of the Supplier, which may be withheld or denied in its sole and absolute discretion.

19.Entirety of Agreement. The Contract formed in accordance with these Terms and Conditions set forth herein constitute the entire agreement between the Parties and supersede any communications or previous agreements with respect to the subject matter of that Contract. There are no written or oral understandings directly or indirectly related to a Contract that are not set forth within these Terms and Conditions or the Order Acknowledgement. No change can be made to a Contract other than in writing and signed by both Parties.

20.Governing Law; Jurisdiction. Every Contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Irish law. The Irish courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with every Contract and the parties submit to the exclusive jurisdiction of the Irish courts for that purpose.

21.Headings in these Terms and Conditions. The headings in these Terms and Conditions are for convenience only, confirm no rights or obligations in either Party and do not alter any terms of these Terms and Conditions.

22.Counterparts. Each Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signature sent hereon by facsimile or electronic means shall constitute an original signature for all purposes.

23.Invalid Provisions. In the event that any of the provisions, or portions thereof, of a Contract are held to be void, unenforceable or invalid, the remainder of the provisions shall remain in full force and effect and shall in no way be effected, impaired, or invalidated, and in lieu of such unenforceable provision there will be added automatically as part of the Contract a provision as similar in terms as may be valid and enforceable.

24.Construction. The Parties acknowledge that the Parties and their counsel have reviewed these Terms and Conditions (or had the opportunity to review these Terms and Conditions) and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of any Contract formed in accordance with these Terms and Conditions.