Almeric Ltd Terms and Conditions of Sale

1. PRELIMINARY
1.1 AlmericLimited ("Almeric") contracts with each customer (the "Customer") subject to and upon these Terms and Conditions of Contract (the "Conditions"), which shall govern the sale of all goods (the "Goods") and the provision of
all services in connection with the Goods (the "Services" and together the "Products"), exclusively, notwithstanding any terms, special conditions whether oral or written, or purported variations, contained in any Customer order , or correspondence,  unless specifically agreed to in writing by a duly authorised officer of Almeric.
1.2 These Conditions shall govern and be incorporated in each contract for the supply of Goods and\or provision of Services made by Almeric and the Customer (the "Contract").
1.3 Save as provided in Clause 1.1 above, no employee or agent of Almeric shall have authority to vary, add to, or depart from, these Conditions, or to make any representations in relation to the Products or the Contract.
1.4 Whenever there is a conflict between the provisions of these Conditions and any other conditions agreed between Almeric and the Customer, the Conditions shall apply, save to such extent as any of the provisions of these conditions are specifically excluded or varied in writing as provided above.

2. DELIVERY
2.1 Almeric shall endeavour to keep to any stated despatch, delivery, installation, or completion, date, but shall not be liable for any delay in despatch, delivery, installation, or completion, date, however caused, whether such delay shall
be caused by circumstances over which Almeric has control, or otherwise. Time for delivery shall not be of the essence of this Contract.
2.2 The Products may be delivered by Almeric in advance of the quoted delivery date on reasonable prior notice to the Customer. Unless expressly agreed otherwise by the parties Almeric may deliver the Products in one or more instalments.
2.3 If the Customer fails to take delivery of the Products, or fails to give Almeric adequate delivery instructions at the time stated for delivery, otherwise than due to any cause beyond Almeric’s reasonable control, or Almeric’s default then, without limiting any other right or remedy, Almeric may:
(a) store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; and\or
(b) sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract, or charge the Customer for any
shortfall below the price under the Contract.
2.4 Where the Goods are to be commissioned or installed at the Customer’s premises, the Customer shall provide Almeric with all necessary access and services.
2.5 Almeric reserves the right to sub-contract the provision of any Goods and\or Services.

3. PRICES AND SPECIFICATIONS
3.1 All prices quoted are valid for the earlier of, thirty (30) days or until acceptance by the Customer, after which time they may be altered by Almeric without notice to the Customer. All prices are quoted exclusive of VAT, customs
duties, and other taxes and duties. The Goods are sold and Services are rendered subject to the prices and conditions ruling at date of issue of invoice.
3.2 Unless the Goods are to be commissioned or installed by Almeric, prices quoted are ex-works and exclusive of packaging and transportation, save where otherwise specifically agreed in writing by Almeric.

4. TERMS OF PAYMENT
4.1 The terms of payment shall be cash nett, denominated and payable in the euro unless expressly agreed otherwise by the parties, payable by the Customer to Almeric within thirty (30) days from the date of the relevant issued invoice,
together with VAT and other applicable taxes or duties at the appropriate rate, unless otherwise expressly agreed by the parties.
4.2 Upon contravention of the agreed payment terms, the Customer shall be liable to Almeric for interest on overdue balances payable in the manner and at the rates set out in SI 388/2002.
4.3 Almeric may, at its sole discretion, require full, or partial, payment of the price prior to delivery, or the provision of security for payment by the Customer in a form acceptable to Almeric. In addition, any extension of credit allowed to the Customer may be changed or withdrawn at any time at the discretion of Almeric.
4.4 Almeric may withhold the Products in the event that the Customer is overdue with payment of any price or is in breach of this Contract, upon fourteen (14) days prior written notice, until such time as the payment is made or the breach remedied, as appropriate.
4.5 All sums shall be paid in full and free from any rights of set-off and counterclaim, to the extent legally permissible.

5. RISK, PROPERTY AND RESERVATION OF TITLE
5.1 Risk in and to the Goods shall pass on delivery to the Customer. However, in the case of Goods to be delivered otherwise than at Almeric’s premises, risk shall pass at the time of delivery or, if Almeric wrongfully fails to take delivery of the Goods, the time when Almeric has tendered delivery of the Goods.
5.2 Risk shall pass irrespective of whether or not the cost of transportation of the Goods is payable by the Customer, or the Goods are to be commissioned or installed by Almeric, unless expressly agreed otherwise by the parties.
5.3 The title and property in the Goods shall remain with Almeric until all sums owing to Almeric have been paid in full.
5.4 Until title and property in the Goods has passed, the Customer shall be in possession of the Goods in a fiduciary capacity and shall: (a) not part with possession; (b) take proper care and take all reasonable steps to prevent any damage to, or deterioration of, the Goods; (c) keep the Products free from any charge, lien, or other encumbrance, and store the Products in such a way as to show clearly that they belong to Almeric; (d) notify Almeric immediately upon the happening of any of an event of force majeure, as set out in Clause 9; and (e) give Almeric such information relating to the Goods as Almeric may from time to time require.
5.5 The Customer shall, while in possession of any Goods, the property of Almeric, keep the Goods fully insured and any monies received by the Customer on foot of any insurance policy in respect of damage, deterioration, loss, or
destruction, of the Goods, shall be held in trust for Almeric.
5.6 The Customer, while in possession of the Goods, the property of Siemens, may, in the ordinary course of its business, sell or dispose of the Goods to any other person (provided that in the case of Goods which are not to be used
in a manufacturing process, such Goods will not be sold or disposed of in different or altered packaging) and, pro-vided that the proceeds of such sale or disposal shall be held by the Customer on trust for Almeric and shall be paid
into a separate bank account. The Customer shall at any time, at the request of Almeric, account to Almeric in respect of the balance standing to the credit of the said account.
5.7 The Customer’s power of sale shall automatically cease and/or Almeric shall suspend further deliveries and/or cancel existing orders, at Siemens option, if a receiver or examiner is appointed over any or all of the assets or under-taking
of the Customer, or a winding-up order is made against the Customer, or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation), or calls a meeting of or makes any arrangement or composition with creditors, or commits any act of bankruptcy, or is or is likely to become unable to pay its debts in the opinion of Almeric. PROVIDED THAT, Almeric may, at any time, revoke the Customer’s power
of sale by notice to the Customer and may give notice to the Customer requiring the Customer to redeliver, at the Customer's expense, any Goods supplied by Almeric where the Customer is in default of payment for longer than seven (7) days or on dishonour of any bill of exchange or other negotiable instrument on presentation for payment.
5.8 Any servant, agent or contractor authorised by Almeric shall be entitled to enter upon the premises of the Customer for the purpose of removing any Goods which are the property of Almeric and which are in the possession of the
Customer.
5.9 Notwithstanding the provisions of Clause 5.3, legal and beneficial title to all intellectual property rights subsisting in the Products, including, without limitation, any copyright, patents, designs, trade and service marks, belong to and
shall remain vested in Almeric or, where appropriate, a third party supplier. Subject to Clause 5.3, nothing herein shall assign or otherwise transfer title to the Products, or any part thereof, to the Customer.

6. WARRANTY
6.1 Subject as hereinafter provided, Almeric warrants that all new Goods, other than those described in (a) hereof, supplied by it hereunder, are, at the date of despatch to the Customer, free from defects in material and workmanship.
Almeric’s sole liability for breach of this warranty shall be, at its option, to repair or replace the defective part or parts (or components thereof), which shall within the period specified herein, be returned to Almeric or its duly authorised
representative provided it is clearly established that the part or parts (or component thereof) were in fact defective in material or workmanship at the date aforesaid. The warranty period shall commence at the date when the Goods are
dispatched to the Customer and shall subsist for a period of twelve (12) calendar months, PROVIDED THAT:
(a) all new software shall perform in accordance with its published specifications for a period of ninety (90) days from date of delivery. Almeric’s sole liability for breach of this warranty in respect of new software shall be to take all reasonable
steps to correct any defect in the software notified to Almeric during such ninety (90) day warranty period, and to supply, at its option, a new corrected copy of the software, or an update. The Company does not warrant that use of the software shall be uninterrupted or error free;
(b) the Services shall be performed in a professional manner. Almeric’s sole liability for breach of this warranty clause 6.1(b) shall be to cause to be performed correctly the Services in respect of which this warranty has been
breached. Any claim for breach of this warranty shall be made within sixty (60) days of the date of completion of the Services for which the claim is made;
(c) Almeric shall be under no liability in respect of any defect in Goods and/or Services arising from any drawing, design or specification supplied by the Customer;
(d) unless otherwise expressly agreed in writing, Almeric gives no warranty whatever in respect of second hand Goods, save as it may be otherwise obliged to do so by law;
(e) no warranty is provided by Almeric in respect of products, goods, articles, accessories, peripherals, or parts, manufactured or supplied by persons or firms other than Almeric, the warranty, if any, on which is as provided by the
manufacturer thereof;
(f) the Customer shall be responsible for any expenses of transportation, installation, labour, or other costs, which may be involved in relation to any warranty claim arising under this Clause 6.1, save to such extent as Almeric may
agree in writing in any particular case;
(g) the warranty set out in this Clause 6.1 does not extend to any Goods from which original equipment manufacturer’s identification number or plates
have been removed, or which have been accidentally damaged, or which have been repaired, altered, neglected or used in any way so as to affect adversely their reliability or quality or used under abnormal conditions;
(h) in the event of there being any dispute as to whether or not any returned part or parts (or components thereof) was defective at the date of despatch, or as to the cause of any defect, Almeric shall be entitled to apply, or have applied, such tests as it may deem necessary, but Almeric shall not be responsible for any loss occurring, or for any damage, to such part or parts (or components thereof) occasioned by or in the course of such tests; and
(i) where a claim arises under this warranty Clause 6.1 the Customer shall furnish without delay, following their becoming aware, within the relevant warranty period, full details of the claim to Almeric, in writing, specifying the
date and place of purchase, delivery, or performance, of the Products, the date on which the Goods were dispatched, the circumstances in which the alleged defect(s) became apparent, and such further details as may be relevant to the
claim.
6.2 Where a valid claim in respect of any of Products, is notified to Almeric in accordance with Clause 6.1, Almeric may repair or replace the Goods (or the part or parts (or components thereof) in question) free of charge or, at Almeric’s sole discretion, refund the price of the goods (or a proportionate part of the price ) in which case Almeric  shall have no further liability to the Customer.
6.3 The provisions of these Conditions shall not prejudice any rights which may, notwithstanding these Conditions, be guaranteed to the Customer by virtue of sections 12.13, 14 and 15 of the Sale of Goods Act 1893, as amended by the
Sale of Goods and Supply of Services Act 1980, save to such extent as may be lawful from time to time in relation to any particular sale.
6.4 Except as expressly set forth in these Conditions, all warranties, terms and conditions, whether oral or written express or implied by law, custom, or otherwise, including, but not limited to, any warranties, terms and conditions
of fitness for purpose, description and quality, are hereby excluded.

7. SOFTWARE LICENCE
7.1 The Company hereby grants to the Customer a non-exclusive licence to use any software, which is supplied, as an integral part of the Goods. The Customer agrees such software shall be used only in the Goods in which it is supplied.
Any subsequent sale of the Goods by the Customer shall contain the foregoing restriction.
7.2 In the event the software is supplied as a separate item its use by the Customer shall be subject to the Company’s standard software licence or in the event that third party software is supplied by the Company, the terms of such third party licensor shall apply whether they are contained in a shrink wrapped licence or elsewhere.

8. LIMITATION OF LIABILITY
8.1 Almeric shall accept liability to the Customer in respect of death or personal injury, together with fraudulent mis-representation, to the extent that it arises from the negligence of Almeric, its employees or agents.
8.2 Subject to Clause 8.1, Almeric shall accept liability to the Customer in respect of: (i) any proven and direct loss or damage to the tangible property of the Customer, and/or: (ii) any other proven and direct loss or damage to the
Customer, where such loss or damage is caused by the negligent error or omission, breach or default, of Almeric, its servants or agents. The foregoing liability of Almeric shall be, subject to a limit, in aggregate, of one hundred
and fifteen per cent (115%) of the price paid by the Customer for the Goods and/or Services, or part, or other item, from which such loss or damage arose, as appropriate.
8.3 In no event shall Almeric be liable to the Customer for:
(a) loss of profits, loss of business, loss of revenue, loss of use, loss of goodwill or anticipated savings, loss of or loss of use of any software or data; and/or
(b) indirect, consequential or special loss or damage; and/or
(c) loss or damage due to the Customer’s failure to fulfil its obligations and responsibilities set out in these Conditions or any matter under the control of the Customer; and/or
(d) loss or damage due to the expiry, without renewal, or termination, for whatever reason, of these Conditions;
AND, for the purposes of this Clause 8.3, the term "loss" shall include a partial loss, as well as a complete or total loss.

9. FORCE MAJEURE
9.1 Almeric shall not be liable to the Customer for any loss, damage, expenses, injury or death whatsoever arising or resulting from acts of God, Government orders, strikes, lock-outs or other industrial action by workers or employees,
inability to secure labour materials or supplies at commercially justifiable rates, accidents, plant break downs, war, civil commotion, or any other circumstances, whether of the forgoing class or not, beyond the control of Almeric and every Contract with the Customer is subject to cancellation, variation, or suspension, by Almeric as may be necessary due to circumstances of force majeure aforesaid.

10. INDEMNITY
10.1 The Customer shall at all times keep Almeric indemnified against any claims for loss, damage, expense (including legal costs), injury or death to third parties, arising out of or connected with the subject matter of a Contract, or the Goods or Services supplied hereunder, save as to such extent that Almeric has failed to comply with its statutory obligations, if any, concerning the subject matter hereof.
10.2 In the event that any legal claim is brought against Almeric based on the allegation that any Goods supplied by Almeric to the Customer infringes any Irish patent, copyright, trademark, registered design or design right, then Almeric shall indemnify the Customer against any costs and damages awarded against Almeric in such legal claim (such indemnity shall extend to the cost of making any settlement of such legal claim).
10.3 The indemnity set out in 10.2 above is subject to:
(a) the Customer notifying Almeric promptly upon becoming aware of such claim; and
(b) the Customer making no admission in relation to the claim without Almeric’s prior express written consent; and
(c) the Customer having full control of the defence of such claim including all negotiations for settlement; and
(d) the Customer providing all reasonable assistance to Almeric in defence of a claim upon request.
10.4 The indemnity in 10.2 above shall not apply if:
(a) the action for infringement is based on the use or combination of Goods supplied hereunder with programs, data, software or equipment not supplied by Almeric; and\or
(b) the infringement arises as a result of Almeric’s following a specific design instruction furnished by the Customer.
10.5 If an allegation of infringement is made, or in Almeric’s opinion is likely to be made, Almeric may at its opinion either secure the Customer’s right to continue to use the Goods, or replace or modify the Goods to render it non-infringing,
without detracting overall from the relevant description of the Goods, or refund the original amount paid by the Customer.
10.6 The provisions of this Clause 10 states Almeric’s entire liability to the Customer in relation to intellectual property right infringement. The provisions of this Clause 10 shall be subject to the limitation of liability and exclusion of
liability set out in Clause 8.2 and 8.3, respectively.

11. CONFIDENTIALITY
11.1 The Customer and Almeric shall each keep confidential and shall not without the prior consent in writing of the other, disclose to any third party any technical or commercial information which it acquires from the other as a result of
discussions, negotiations and other communications between them relating to the Goods and\or Services and the use in relation thereto. The foregoing shall not apply to information that:
(a) a party receives which at the time of receipt is or comes into the public domain without fault on the part of the party to whom the same was disclosed;
(b) was already known to the relevant party at the time the same was disclosed to it or came to its attention; and
(c) has been lawfully disclosed to the relevant party by a third party .

12. EXPORT AND CUSTOMS REGULATIONS
12.1 The Customer agrees that it does not intend to and it will not directly or indirectly knowingly export or transmit any equipment, firmware and/or software to any of the individuals or firms on the denial and probation Orders contained
in the USA and European Export regulations.
12.2 All Quotations (Contracts, Order confirmations) or fulfilment of contracts are subject to the proviso that required export licences have been granted or that there are no other impediments arising from USA or EU regulations.

13. GENERAL
13.1 A notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.
13.2 No waiver by Almeric of any breach of the Contract contained herein by Almeric shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of the Contract contained herein is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract contained herein and the remainder
of the provision in question shall not be affected.
13.4 Any dispute arising under or in connection with the Contract contained herein or the sale of the Goods or provision of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated
on the application of either party by the President for the time being of the Chartered Institution of Engineers in Ireland.
13.5 These Conditions shall be governed by the laws of Ireland (excluding Northern Ireland). The Customer and Almeric agree, subject to Clause 13.4, to submit to the exclusive jurisdiction of the Irish courts.