Definitions "Company" shall mean James’ Street Steel Manufacturing Limited its successors and assigns or any person acting on behalf of and with the authority of James’ Street Steel Manufacturing Limited. "Customer" shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person or entity. "Guarantor" means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis. "Goods" shall mean Goods supplied by the Company to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Company to the Customer. "Services" shall mean all services supplied by the Company to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above). "Price" shall mean the cost of the Goods as agreed between the Company and the Customer subject to clause 3 of this contract. Acceptance Any instructions received by the Company from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Company shall constitute acceptance of the terms and conditions contained herein. Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price. Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Company. The Customer undertakes to give the Company at least fourteen (14) days notice of any change in the Customer’s name, address and/or any other change in the Customer’s details. Price And Payment At the Company’s sole discretion the Price shall be either; as indicated on invoices provided by the Company to the Customer in respect of Goods supplied; or the Company’s quoted Price (subject to clause 3.2) which shall be binding upon the Company provided that the Customer shall accept the Company’s quotation in writing within thirty (30) days. The Company reserves the right to change the Price in the event of a variation to the Company’s quotation. Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice. At the Company’s sole discretion; payment shall be due on delivery of the Goods, or payment shall be due before delivery of the Goods, or payment for approved Customer’s shall be due sixty (60) days following the end of the month in which a statement is posted to the Customer’s address or address for notices. Payment will be made by cheque, or by bank cheque, or by credit card, or by electronic transfer, or by any other method as agreed to between the Customer and the Company. VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price. Delivery Of Goods At the Company’s sole discretion delivery of the Goods shall take place when; the Customer takes possession of the Goods at the Company’s address or the Customer takes possession of the Goods at the Customer’s address (in the event that the Goods are delivered by the Company or the Company’s nominated carrier); or the Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent. At the Company’s sole discretion the costs of delivery are included in the Price unless specifically otherwise specified in writing by the Company in which instance the costs of delivery are: in addition to the Price, or for the Customer’s account. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Company shall be entitled to charge a reasonable fee for redelivery. Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions. The Company shall not be liable for any default and/or delay in delivery due to machinery breakdown and/or difficulty in obtaining materials or any other event beyond the reasonable control of the Company The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated. The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all. Goods will be delivered to the kerbside adjacent to the delivery site. If at the Customer's request, the delivery vehicle leaves the road and enters the delivery site to unload the Customer is responsible for providing suitable and safe access for the Company's delivery vehicle and agrees to indemnify the Company and its Companys for all damage and injury to any person and to any public or private property which may result, including any costs associated with enabling the delivery vehicle to leave the site. 　 　 Risk If the Company retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries. Title It is the intention of the Company and agreed by the Customer that ownership of the Goods shall not pass until: the Customer has paid all amounts owing for the particular Goods, and the Customer has met all other obligations due by the Customer to the Company in respect of all contracts between the Company and the Customer. Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Company’s ownership or rights in respect of the Goods shall continue. It is further agreed that: where practicable the Goods shall be kept separate and identifiable until the Company shall have received payment and all other obligations of the Customer are met; and until such time as ownership of the Goods shall pass from the Company to the Customer the Company may give notice in writing to the Customer to return the Goods or any of them to the Company. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and the Company shall have the right of stopping the Goods in transit whether or not delivery has been made; and if the Customer fails to return the Goods to the Company then the Company or the Company’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and the Customer is only a bailee of the Goods and until such time as the Company has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Company; and the Customer shall not deal with the money of the Company in any way which may be adverse to the Company; and the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Company; and the Company can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Company will be the owner of the end products. Customer’s Disclaimer The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Company and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment. Defects The Customer shall inspect the Goods on delivery and shall within three (3) days notify the Company of any alleged defect, shortage in weight or quantity, damage or failure to comply with the description or quote. The Customer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Company has agreed in writing that the Customer is entitled to reject, the Company’s liability is limited to either (at the Company’s discretion) replacing the Goods or repairing the Goods. Any variations in the qualities or dimensions of the Goods or changes to their specifications or the substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods and the substituted material or components are of a quality equal to or superior to those originally specified, shall be accepted as a defect. The Customer accepts that defect shall mean a defect in quality and not in quantity, dimensions or weight. No Goods shall be accepted for return except in accordance with 8.1 above. Returns Returns will only be accepted provided that: the Customer has complied with the provisions of clause 8.1; and the Company has agreed in writing to accept the return of the Goods; and the Goods are returned at the Customer’s cost within seven (7) days of the delivery date; and the Company will not be liable for Goods which have not been stored or used in a proper manner; and the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances. The Company may (in its discretion) accept the return of Goods for credit or refund but this may incur a handling fee of 10% of the value of the returned Goods plus any freight. Warranty To the extent permitted by statute, no warranty is given by the Company as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Company shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising. Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980 This agreement is subject to the provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 in all cases except where the Customer is contracting within the terms of a trade/business (which cases are specifically excluded). Notwithstanding clause 11.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 (in particular sections 12-15), or the Sale of Goods and Supply of Services Act 1980, or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts laws or legislation. In particular where the Customer buys Goods as a consumer the provisions of Clauses 8, 9 and 10 above shall be subject to any laws or legislation governing the rights of consumers. Intellectual Property Where the Company has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings shall remain vested in the Company, and shall only be used by the Customer at the Company’s discretion. Conversely, in such a situation, where the Customer has supplied drawings, the Company in its sale conditions may look for an indemnity and the specifications and design of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Company. The Customer warrants that all designs or instructions to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customer’s order. The Customer shall indemnify the Company against any claims by third parties for patent, trademark, design or copyright infringement, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein. Default & Consequences Of Default Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment. Failure to make payment within the stipulated period will render all other outstanding monies liable under this and/or any other agreement between the Company and the Customer due forthwith, and any previously agreed settlement terms will be terminated; and If the Customer defaults in payment of any invoice when due the Customer shall indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs on a solicitor and own client basis and the Company’s collection agency costs. Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company exercised its rights under this clause. If any account remains overdue after thirty (30) days then an amount of the greater of €20.00 or 10.00% of the amount overdue (up to a maximum of €200) shall be levied for administration fees which sum shall become immediately due and payable. Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that: any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as they fall due; or the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer. Security And Charge Despite anything to the contrary contained herein or any other rights which the Company may have howsoever: where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Company or the Company’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Company (or the Company’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met. should the Company elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Company from and against all the Company’s costs and disbursements including legal costs on a solicitor and own client basis. The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Company or the Company’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1. 　 Cancellation The Company may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On giving such notice the Company shall repay to the Customer any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation. In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Company (including, but not limited to, any loss of profits) up to the time of cancellation. Data Protection Act 1988 & Data Protection Act 2003 The Customer and the Guarantor/s (if separate to the Customer) authorises the Company to: collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and to disclose information about the Customer, whether collected by the Company from the Customer directly or obtained by the Company from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing (whether before or after judgement) a default by the Customer on publicly accessible credit reporting databases. Where the Customer is an individual the authorities under (clause 15.1) are authorities or consents for the purposes of the Data Protection Act 1988 & Data Protection Act 2003. The Customer shall have the right to request the Company for a copy of the information about the Customer retained by the Company and the right to request the Company to correct any incorrect information about the Customer held by the Company. Tolerances, Specifications and Certification All customary industry mill tolerances shall apply to the weight, dimensions, measurements quality and finish of the Goods rendered unless the Company and the Customer agree otherwise in writing. The Company shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. If the giving of an estimate or quotation for the supply of Goods involves the Company estimating measurements, weights and quantities, it shall be the responsibility of the Customer to verify the accuracy of the Company’s estimated measurements, weights and quantities, before the Customer places an order based on such estimate or accept such quotation. Should the Customer require any change to the Company’s estimated measurements, weights and quantities, the Customer shall request such changes in writing, in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation. The Company shall not provide test certificates unless the Customer has requested such certificates, in writing, a reasonable time in advance of deliver. The Company shall be entitled to charge a reasonable fee for each such certificate. Unpaid Company’s Rights Where the Customer has left any item with the Company for repair, modification, exchange or for the Company to perform any other Service in relation to the item and the Company has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Company shall have: a lien on the item; the right to retain the item for the Price while the Company is in possession of the item; a right to sell the item, The lien of the Company shall continue despite the commencement of proceedings, or judgment for the Price having been obtained. General Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. These terms and conditions and any contract to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of Ireland. The terms and conditions contained herein shall be incorporated into any contract between the Company and the Customer to the exclusion of any terms and/or conditions referred to or specified by the Customer. The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions. In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods. The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Company. The Company may license or sub-contract all or any part of its rights and obligations without the Customer’s consent. The Company reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Company notifies the Customer of such change. Except where the Company supplies further Goods to the Customer and the Customer accepts such Goods, the Customer shall be under no obligation to accept such changes. The Company shall not accept any variations or amendments of these terms and conditions of sale unless such variations or amendments are confirmed by the Company in writing and refer specifically to this condition. Any variations or amendments will only be valid when agreed by a director or other officer of the Company duly authorised by the Company to agree to such variations or amendments. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

All content is copyright of James's Street Steel Manufacturing Ltd.