Terms and Conditions

MetPro Limited (‘The Company’) Terms and Conditions of Sales (‘Conditions’)

1. Conditions of Sale

1.1 These Conditions form part of every sale agreement between the Company and Buyer except where expressly agreed otherwise in writing.

1.2 These Conditions apply to all contracts of sale entered into by the Company notwithstanding anything to the contrary stated in Buyer’s enquiry, order form or any other document.

2. Payment and Price

2.1 The price specified in a quotation (‘Price’) is valid for 30 days. The Price quoted is exclusive of any applicable Government duty or tax unless expressly stated.

2.2 Except where otherwise agreed payment is due the end of the month following the month in which the invoice was issued. Payment Terms are 30 days end of month.

2.3 If the Goods are not paid within the time period specified in Clause 2.2, the Buyer shall be obliged to pay statutory interest on the monies due.

3. Orders

3.1 Orders are only binding on the Company after they have been confirmed in writing or upon their completion.

3.2 Orders once placed may not be cancelled except with the Company’s consent and on terms that will indemnify the Company against any loss incurred thereby.

4. Quality and Specifications

4.1 Subject to clause

4.2 and

4.3 below the Company warrants that they Goods supplied will in all material respects conform as to the quality and description with the Company specifications or other specifications agreed between the Company and the Buyer.

4.2 The Buyer must notify the Company as soon as possibly after delivery of the Goods of any defects in the Goods, which are reasonably apparent on delivery and in any event no later than 14 days after delivery.

4.3 The Buyer must satisfy itself that the Product is suitable for the required purpose, as the end use of the goods is beyond the control of the Company. All implied warranties, statutory or otherwise, are excluded, except where such exclusion is prevented by law.

5. Title, Delivery and Risk

5.1 Notwithstanding delivery title in the Goods will remain in the Company until the Goods have been paid for in full including VAT where applicable. If the Buyer fails to return the Goods upon being requested to do so by the Company the Company, shall be entitled to enter the Buyer’s premises to recover the Goods.

5.2 Risk in the Goods shall pass to the Buyer upon delivery to an agreed address in accordance with relevant INCOTERMS 2020. Unless specifically agreed between Buyer and Seller, the relevant terms of sale are DAP (Delivered At Place)

5.3 Delivery dates are given in good faith but are not guaranteed and no liability will be accepted for any loss caused by late delivery or non-delivery.

5.4 The Company may deliver against the Buyer’s order an excess or deficiency of not exceeding 10% of the quantity ordered. The Buyer shall pay for the actual quantity delivered.

6. Claims and Liability

6.1 Where a Buyer has notified the Company of an alleged defect in the Goods under Clause 4.2 above or otherwise, the Company shall, if it accepts the claim, issue credit for the value of the Goods.

6.2 The Buyer shall have no claim against the Company based on the fact that the Goods supplied do not have certain properties for the use for which they are intended unless the Company has given a written guarantee of these properties.

6.3 The Company shall not be liable for any damage caused by failure to follow the instructions given by the Company in relation to the Goods or negligence on the part of the Buyer of any agent, subcontractor or employee of the Buyer.

6.4 Any liability of the Company for damage, including non contractual liability shall be limited to an amount equal to twice the net invoice value of the Goods.

6.5 The Company shall not be liable for consequential loss, including loss of profit, loss of turnover and loss of goodwill.

7. Buyer’s Indemnity

7.1 Where the Goods are made or added to another product by us in accordance with the Buyer’s specifications the Buyer shall indemnify us against all action, costs, claims, demands and expenses incurred by us in respect of any infringement or alleged infringement by such goods of any patents, registered designs, trademarks, copyright or other rights belonging to third parties.

8. Force Majeure

8.1 In the event of any strikes, fire and accidents or in other circumstances, which are beyond the control of the Company, completion of delivery ay be suspended during the continuance of such events by the Buyer may not cancel the contract.

9. Termination

9.1 The Company is entitled, without any reimbursement being payable to the Buyer, to terminate the agreement and to take back the Goods supplied if the Buyer goes into liquidation or any form of insolvency proceeding or has a receiver appointed to its assets.

10. Disputes and Choice of Law

10.1 No claim or dispute shall release the Buyer from its obligation to pay.

10.2 If there is a dispute the Company will endeavour to reach a settlement in consultation with the Buyer. If the Company decide to submit the dispute to arbitration, this shall be done in accordance with the Arbitration Rules of the International Chamber of Commerce. Where the parties do not settle the dispute themselves or submit it to arbitration, the Company and the Buyer agree that the Irish courts shall have jurisdiction to hear the dispute.

10.3 The contract and these Conditions are governed by Irish law.