ERVIA / GAS NETWORKS IRELAND / business information and techniques in any amended) and any other tax of a similar in any Goods purchased or allocated by IRISH WATER form (including paper, electronically stored nature. the Seller for the purposes of this PURCHASE ORDER TERMS AND CONDITIONS data, magnetic media, film and micro film), Contract shall immediately vest in the inventions, discoveries, improvements, Purchaser. In all cases, risk for any V3.2 2. SOLE TERMS AND SHIPMENT processes, formulae, techniques, designs, Goods shall pass on completion of BY ACCEPTING OUR PURCHASE ORDER 2.1. These Terms apply to the sale and purchase specifications, drawings, plans, component Delivery of such Goods and not before. of the Goods or Services to the exclusion of YOU ACCEPT THE TERMS AND lists, reports, notes of meetings, photographs, Passing of title and property in the any other terms that the Seller seeks to CONDITIONS OF PURCHASE SET OUT manuals, instructions and any similar Goods shall be without prejudice to any impose or incorporate, or which are implied by BELOW. THESE TERMS APPLY TO THE proprietary rights which in any way subsist in right of rejection the Purchaser has trade, custom, practice or course of dealing. EXCLUSION OF ANY OTHER TERMS anywhere in the world. under this Contract or otherwise by law. WHICH THE SELLER SEEKS TO The Purchaser hereby rejects any terms and “Place of Delivery” means such location for 3.2. Time shall be of the essence in relation INCLUDE OR INCORPORATE. conditions which may be provided by the Delivery specified in the Purchase Order. Seller subsequent to the issue of the Purchase to Delivery and the Purchaser may reject “Price” means the price payable by the Order to the Seller. Goods or Services not Delivered on the relevant Delivery Time. 1. DEFINITIONS Purchaser for the Goods or Services, as 2.2. The Purchaser will not accept any 1.1. Unless the context requires otherwise, where the specified in the Purchase Order. responsibility for any purchase order which is Purchase Order relates solely to the purchase of “Purchase Order” means the purchase order not on the Purchaser’s official order form and 4. INSPECTION AND REJECTION Goods, references to Services shall be issued to the Seller which states that it is fully completed and signed by a duly 4.1. The Purchaser may at all reasonable disregarded and where the Purchase Order subject to these Terms and the transaction authorised representative of the Purchaser. All times inspect and test the Goods relates solely to the purchase of Services, details included therein and attached thereto. correspondence, advice notes, and invoices (including all designs and other references to Goods shall be disregarded. “Purchaser” means the purchaser named on must quote the order number stipulated on components) during manufacture, 1.2. In these Terms: the Purchase Order. the Purchase Order. All such correspondence, assembly or processing. Seller shall “Contract” means the Purchase Order and these “Seller” means the person(s) or entity(ies) advice notes and invoices must reference the provide or procure for the Purchaser Terms, and any amendment thereto which may (including permitted assigns) with which the Purchaser. access at all reasonable times to places be agreed in writing by the Seller and Purchaser. Purchaser places the Purchase Order as 2.3. The Seller shall ensure that the Delivery of where the Goods or any components are “Delivery” means delivering the Goods or identified in the Purchase Order. Goods and/or Services shall be in compliance being made, assembled or kept and shall performing the Services in accordance with this “Seller’s Personnel” means the with all applicable laws, statutes and procure the provision of all facilities as Contract at the Delivery Time and at the Place subcontractors, employees and any persons regulations. may reasonably be required for this of Delivery. working on or adjacent to the site for the 2.4. At its expense, the Seller shall obtain and shall purpose. Following such inspection, the “Delivery Time” means: the date(s) upon which Seller and/or subcontractors in relation to the maintain any export licence or other Purchaser may inform the Seller in the Goods are to be Delivered or the period(s) Services or Goods, and other persons authorisation necessary for the Delivery of the writing of any areas in respect of which over which the Services are to be Delivered, as assisting the Seller to perform the Contract. Goods to, or the Delivery of the Services at, the Purchaser is of the opinion that the the case may be. “Services” means: (a) in cases where this the Place of Delivery, and shall provide the Goods do not comply with this Contract, and the Seller shall thereupon take all “Goods” means all goods and materials Contract relates to services, all of the services certificate of origin and any other documents necessary steps to ensure such described in the Purchase Order to be described in the Purchase Order to be which the Purchaser may require for the compliance. Delivered to the Purchaser. “Intellectual Delivered by Seller; and (b) in cases where this purpose of taking delivery, and evidencing 4.2. The Purchaser may reject, at Seller’s Property” means all intellectual property of Contract relates to the purchase of Goods by ownership, of the Goods. expense: whatever nature anywhere in the world and the the Purchaser, the installation or other 2.5. The Seller shall pay, and the Purchaser shall rights subsisting therein, including, without services (if any) relating to the purchase and not be liable for, any packing, crating or (a) Any Goods delivered in excess of those prejudice to the generality of the foregoing: Delivery of such Goods as described in the cartage charges or other charges or duties ordered, whether paid for or not; and discoveries; inventions; improvements; Purchase Order, together, in each case, with connected to the packing, delivery, export and (b) By written notice to Seller, any Goods designs; processes; research; Know-How; any services which can be reasonably inferred importation of the Goods to the Place of or any portion thereof or any Services confidential and proprietary knowledge and for the proper execution and completion of this Delivery unless expressly stated otherwise in which are found, at the Delivery Time, information and any rights protecting same; Contract. the Purchase Order. The Seller shall ensure or within a reasonable period after works of authorship; computer software; “Terms” means these terms and conditions. that the Goods shall be packed or prepared for Delivery, to be defective or otherwise databases; database rights; performances; "Tax C l e a r a n c e Certificate ” means a shipment having regard to the nature of the not to conform to this Contract. trade or business names; domain names; t a x clearance certificate within the meaning Goods and the method of shipment, so as to 4.3 If the Purchaser rejects any Goods, or patents, utility models and short term patents of the Taxes Consolidation Act 1997 as comply with all applicable laws and Seller fails to deliver any Goods at the (and applications for same); trade marks and amended. regulations, to secure the most competitive relevant Delivery Time, the Purchaser trade mark applications; rights (registered or “Tax Clearance Access Number” means a transportation rates and to meet the may require the Seller by notice in unregistered and applications for same) in any unique number assigned by the Collector requirements of the carrier (who may be writing, within the period stipulated in design; copyright (including rights in computer General to a person that applies for a tax nominated by the Purchaser) to ensure secure such notice, to replace the rejected software and semi-conductor topographies); clearance certificate in electronic format shipment. Each container containing Goods Goods with Goods conforming to this business goodwill and reputation and rights under the Taxes Consolidation Act 1997 as must be marked to show quantity, order Order or to deliver the undelivered Goods protecting same; rights of use of allocated amended. number, contents, supplier’s name and safe- (as the case may be), or may at its sole handling instructions. telephone numbers and all intellectual property “Tax Liability” means tax or payment in the discretion purchase substitute materials rights and forms of protection of a similar nature nature of tax, including but without prejudice from a third party without notice to the to any of the foregoing or having equivalent to the generality of the foregoing, income tax, 3. DELIVERY Seller. If the Purchaser rejects any effect anywhere in the world. social security contributions or any form of 3.1. Title and property in the Goods shall pass to Services, or the Seller fails to Deliver “Know-How” means all data and other withholding tax or obligation which is a the Purchaser on completion of Delivery (or in any Services at the relevant Delivery information, whether confidential or not, primary liability for the Seller or Seller's the case of delivery by instalments, upon Time, the Purchaser may r e q u i r e t h e relating to the Parties, including without Personnel. Delivery of each instalment) unless payment Seller by notice in writing, within the period stipulated in such notice, to re- limitation, trade secrets, confidential technical "VAT" means value-added tax under the or part payment has been made prior to perform the rejected Services in a or proprietary industrial, commercial or Value-Added Tax Consolidation Act 2010 (as delivery in which event the title and property manner conforming to this Contract or to Deliver the unperformed Services (as the clause 6.1) and approval by the Purchaser of insurance contributions, PAYE, USC and PRSI) Purchaser determines will be or has case may be), or may at its sole discretion the invoice. Payment for Goods and/ or for Seller’s Personnel. been (directly or indirectly) suffered on purchase substitute Services from a third party Services does not necessarily imply 7.4 To the extent that the Seller is supplying account of payment of or accounting for without notice to the Seller. Without limiting acceptance by the Purchaser of the Goods and/ personnel to the Purchaser, payment may be the Tax Liability. the Purchaser’s other rights or remedies under or Services. withheld at any time where evidence requested 7.7 If the Seller does not fully comply with this Contract or otherwise, any expenditure 6.3. Payment for Goods or Services Delivered to the is not provided by the Seller to the effect that this Clause 7 the Purchaser shall not be which is incurred by the Purchaser in the Purchaser hereunder shall be conditional upon Irish payroll withholding taxes (including PAYE, required to pay in full. purchase of substitute Goods or Services, shall and subject to (i) Delivery without rejection USC and PRSI) are being operated in respect of be paid by the Seller to the Purchaser. pursuant to clause 4; (ii) provision (in Seller’s Personnel, or that Irish payroll 8 WARRANTIES 4.4 Any rejection by the Purchaser or any accordance with clause 6.1) of an accurately withholding taxes need not be operated in line 8.1 The Seller acknowledges that: acceptance by the Purchaser of credit, detailed invoice by the Seller as described with current published Revenue Commissioners' (a) The Purchaser is relying on the Seller’s reimbursement or replacement shall be without above; and (iii) where relevant, receipt by the Statements of Practice and other guidance, or skill and expertise to ensure Goods are any liability whatsoever on the part of the Purchaser of an appropriate VAT invoice in that the Seller has received permission from the fit for the purpose intended and, in Purchaser and without prejudice to the respect of the Goods or Services (iv) the Revenue Commissioners not to operate Irish addition to all warranties in favour of Purchaser’s other rights in respect of the Purchaser having in its possession at the payroll withholding taxes. This applies whether the Purchaser, expressed or implied, defective nature or other failure of the Goods or relevant time a valid Tax Clearance Certificate or not the Seller or Seller's Personnel in question established by statute, common law or Services to comply with the requirements of in respect of the Seller. is resident in Ireland, including when personnel elsewhere set forth in this Contract, the this Contract. 6.4. The Purchaser reserves the right to deduct from are sourced from other companies. The Seller Seller hereby expressly represents and any monies due or becoming due to the Seller shall provide evidence of registration for Irish warrants that the Goods (i) will under this Contract, any monies owed to or payroll withholding taxes and of actual operation 5. PRICE conform to the Purchase Order and all claimed by the Purchaser from the Seller of Irish payroll withholding tax obligations in 5.1. No variation in the Price or the method of specifications, drawings and any other whether under this Contract or otherwise. respect of remuneration liable to Irish payroll payment specified in this Contract will be description and standard of withholding taxes on an ongoing basis. accepted without the prior written approval of the performance relating to the Goods 7.5 Unless otherwise stated, amounts in the Purchaser. 7. TAXES provided or accepted in writing by the Contract exclude VAT. The Purchaser shall 5.2. Unless otherwise specified, the Price is firm and 7.1 The Purchaser may make any deduction or Purchaser (as the case may be); (ii) will pay any VAT arising under Irish or other fixed and not subject to any price adjustment (or withholding on account of tax (including but be fit and sufficient for the purpose applicable law on the supply (by the Seller to escalation) formula to reflect variations in not limited to professional services intended; (iii) will be of best material the Purchaser) under this Contract. The currency exchange rates, the cost of labour, withholding tax and relevant contracts tax) and workmanship; and (iv) will be free Purchaser shall pay that VAT to the materials, overheads and/or any other expense. required by law, Governmental direction or from all patent and latent defects and appropriate tax authorities when so required 5.3. Without prejudice to any other term of this the practice of the Revenue Commissioners. all liens and encumbrances; and (v) will by the laws or their practice, or otherwise shall Contract, the Purchaser shall be required to pay 7.2 The Seller shall provide the Purchaser with all be of equal quality in all respects to any pay it to the Seller. The Seller confirms that only for the actual quantity of Goods or as the information that the Purchaser needs to samples provided; and it is registered for VAT. The Seller shall refund case may be, Services which are Delivered in full provide to the Revenue Commissioners in (b) The Purchaser is relying on the Seller’s to the Purchaser any VAT incorrectly charged compliance with this Contract. respect of this contract, including skill and expertise to ensure that the immediately upon notification. The Seller Services are provided with due care, 1) Either a current Tax Clearance Certificate shall send the Purchaser for each payment a skill and diligence and, in addition to all 6. INVOICES AND PAYMENT or a tax reference number and Tax valid VAT invoice complying as to form, timing warranties in favour of the Purchaser, 6.1. If the Purchaser is satisfied that the Seller has Clearance Access Number for the Seller, and all other respects with the law. and expressed or implied, established by properly Delivered the relevant Goods and/or Unless otherwise expressly stated in this statute, common law or elsewhere set Services the Seller may include that part of the 2) (if requested by the Purchaser) for all contract, the Seller bears exclusive liability forth in this Contract, the Seller hereby Price allocated to those Goods and/or Services in Seller's Personnel (except individuals for payment of all taxes and duties expressly represents and warrants that an invoice, to be issued to the Purchaser within 7 employed by the Seller in connection with whatsoever and howsoever arising under the Services (i) will be provided by days of Delivery (unless a different payment the W orks/Services/Goods) receiving Irish or other law in connection with the appropriately experienced, qualified and regime is set out in the Purchase Order). payments in connection with the Works/Services/Goods and performance of trained personnel; (ii) will be rendered Invoices shall not be processed by the Purchaser Contract exceeding: this contract. The Purchaser will have no with all due skill, care and diligence; and shall not be deemed to be validly issued  €650, a record of a tax liability to make any payment of a Tax and (iii) will conform to all specifications unless and until submitted by the Seller to reference number Liability. The Seller undertakes to meet its (including those in the Purchase Order) iSupplier, the Purchaser’s e-invoicing system or  €2,600 in any 12 month period, Tax Liability obligations and to use its best and any other description relating to unless sent for processing by the Seller to the either endeavours to ensure that Seller's the Services, provided or accepted in correct email address ([email protected] or Personnel meet their Tax Liability (a) a current Tax Clearance Certificate writing by the Purchaser (as the case [email protected]) or postal address (P.O. Box obligations. If the Purchaser is required by / a tax reference number and Tax may be). The Seller hereby indemnifies 900, South Delivery Office, Cork City, Co. Cork, law to make a payment or account for Clearance Access Number or, the Purchaser against any and all Ireland. Invoices shall include such information tax in respect of any Tax Liability to the (b) a Subcontractor's Notification of liabilities, damages, costs or expenses as may be requested by the Purchaser, shall Revenue Commissioners, the Purchaser Determination issued under Section 530I which may accrue to or be sustained reference the Purchase Order’s number and the shall make that payment within the time of the Taxes Consolidation Act 1997 by the Purchaser as a result of a breach Purchaser and shall be issued in the currency of allowed and in the minimum amount showing a rate of 0% or 20%. of the aforementioned warranties by the Purchase Order. Suppliers shall be solely required by law and may deduct such 7.3 For the avoidance of doubt, the Purchaser shall the Seller. The Seller agrees that, at the responsible for the accuracy of all information payment from any outstanding payments have no liability whatsoever to make any request of the Purchaser and without entered by the Seller into iSupplier, the due to the Seller, or amounts subsequently payments whatsoever to Seller’s Personnel, prejudice to any other rights the Purchaser’s e-invoicing system. becoming due to the Seller. including overtime payments, sick or holiday Purchaser may have under this Contract 6.2. The Purchaser shall, unless otherwise agreed in pay, pension, bonus or other benefits. As 7.6 The Seller must (within three business or otherwise, it will promptly remedy writing with the Seller, pay an agreed invoice between the parties, the Seller shall bear days of demand by the Purchaser) pay to any fault in the Goods or Services within 45 days after the later of Delivery or exclusive responsibility for the payment of all the Purchaser an amount equal to any loss, which constitutes a breach of the submission (of the invoice in accordance with payroll withholding taxes (including national liability or cost whatsoever which the aforementioned warranties or where any such fault is not remediable, will promptly (c) it has obtained and will maintain (at its cost) 10.2 The Seller will provide at no extra cost to the accrue to or be sustained by any of supply replacement materials or services to any necessary licences, clearances, consents, Purchaser the drawings and documents the Indemnified Parties resulting from the Purchaser, in each case without cost to the authorisations and permits whatsoever specified in the Purchase Order at the times or arising out of Purchaser. relating to the manufacture, transportation, specified in the Purchase Order. The (i) any negligence, breach of contract, 8.2 The Seller gives a mechanical guarantee for importation, packing, delivery, sale or Purchaser has the right to approve all breach of statutory duty or other a period of 12 months from the date of the performance of the Goods and/or Services to drawings, but such approval shall not relieve wrongful act or omission on the part of Goods being put into operation or 36 months the Purchaser; and the Seller of any of its responsibilities under the Seller or its subcontractors; or (ii) from the Delivery of the Goods, whichever is (d) any packaging, marking, labelling and shipping this Contract. The drawings shall not be any claim, suit or action made or the shorter. If during the period covered by papers for international shipment of all departed from without the Purchaser’s threatened against the Indemnified the said mechanical guarantee, any part of hazardous materials will meet applicable written approval. Parties for actual or alleged the Goods is found to be defective due to national and International laws and 10.3 The Seller shall not permit publications about infringement of any third party’s faulty design, manufacture, materials or regulations, and Seller hereby indemnifies the the Goods or Services, or photographs of the trademark, patent, copyright or other workmanship, other than arising from fair Purchaser against any and all liabilities, fines, Goods to appear without the written proprietary right by reason of the wear and tear or mal-operation the Seller damages, costs or expenses which may accrue authorisation of the Purchaser. The Seller will manufacture or Delivery of the Goods shall remedy such fault free of charge and to or be sustained by the Purchaser as a result afford facilities to the Purchaser to take such or Services by the Seller, the resale provide a new 12 month mechanical of a breach of the Seller’s warranties under this photographs for the purpose of indicating thereof by any of the Indemnified guarantee in respect of the replaced item. clause 9. progress, technical description or publicity. Parties, or use or availing of said Goods Where a defect arising within the aforesaid 9.2 Should this Contract involve any hazardous or Services or any part thereof by the period does not become apparent until the substances or materials as determined by 11 SERVICE AND SPARE PARTS Purchaser for a purpose known to the period has expired, the Seller’s liability shall Seller. The Seller, at the Purchaser’s Irish, U.S., EU laws or any other applicable The Seller shall maintain such stock of not cease merely because the Purchaser has request, shall defend, at its own laws or regulations, the Seller warrants that genuine spare parts for the Goods as is been unable to give due notice of the defect expense, any such claim, suit or action. the Seller comprehends the nature of the sufficient to cover commissioning and the to the Seller within the said period. The The indemnities given by the Seller in hazard related to the use, handling and ongoing use of the Goods thereafter and Purchaser may carry out remedial work on this clause 13 shall not apply to any transportation of such materials as applicable shall provide the Purchaser with an up-to- Goods if the Seller fails to do so within a liability, damage, cost or expense to the Seller. Upon receipt of the Purchase date price list in respect of such spare parts. reasonable time period after receiving notice Order, the Seller shall notify the Purchaser of caused solely by the negligence of any

from the Purchaser or if urgent remedial work any such hazardous materials present in any of the Indemnified Parties. 12 DEVIATIONS is required to prevent serious material loss of the Goods ordered by the Purchaser. Neither party shall be liable for any The Purchaser shall be entitled at any time to or damage. In either case, the Purchaser 9.3 The Seller shall furnish prior to Delivery all incidental, punitive, consequential or require deviation from, addition to, or omission shall be entitled to reimbursement from the appropriate safety data sheets and any other indirect losses or for any loss of profits of any of the Services or Goods (“Change”). If Seller of any costs incurred in the correction of documentation requested by the Purchaser so or loss of contracts arising out of or in such Change shall make the Services more or defects including, but not limited to, transport as to enable the Purchaser to comply with connection with this Contract. less expensive than if Delivered in accordance costs, dismantling and assembling costs, applicable laws and regulations on receipt of costs for changing foundations and public with the original requirements, a fair or Goods or performance of the Services. 14. INSURANCE utility conduits, and shall be so reimbursed reasonable addition or deduction shall be made 14.1 If the Seller’s Services involve within 45days of submission of notice. to the Price. No claim shall be allowed for any 10 DRAWINGS, PRINTS AND operations by the Seller on the 8.3 Neither inspection and testing of the Goods extra labour or material by the Purchaser in SPECIFICATIONS; Purchaser’s premises or at any place before Delivery (whether or not availed of) nor connection with a Change unless same has CONFIDENTIALITY where the Purchaser conducts acceptance of the Goods or Services by the been approved in writing by the Purchaser. 10.1 Seller agrees that it will not without the operations, the Seller shall take all Purchaser, nor any payment by the Purchaser Acceptance of payment of the Price Purchaser’s written consent use (other than for necessary precautions to prevent the for the Goods or Services shall relieve the constitutes waiver of all claims for extra purposes of supplying the Goods or Services occurrence of any injury to persons or Seller of its obligations under this Contract. Services or Goods furnished. hereunder), sell, loan, publicise or disclose to property during the progress of such The warranties of the Seller together with its Any ideas, improvements, information, any third party any of the tools, specifications, Services and the Seller shall maintain service warranties and guarantees, if any, discoveries, inventions or development blueprints, drawings, designs or any other such insurance policies as will protect shall be for the benefit of the Purchaser and, arising out of the Services, made by Seller information prepared specifically for the the Purchaser from said risks, including at the Purchaser’s option, the Purchaser’s in connection with this Contract which Purchaser by the Seller in connection with the but not limited to the types and customers, and may be assigned by the results from or involves suggestions, provision of Goods or Services to the amounts of cover hereinafter set out: Purchaser to its affiliates or customers. directions or information given by the Purchaser under this Contract, or any (a) public liability insurance with a Purchaser, shall be the sole and exclusive information of a confidential nature relating to property of the Purchaser. The Seller and limit of indemnity of not less than 9 COMPLIANCE the Purchaser’s business or financial affairs its employees and designers shall fully co- €6.5 million per claim or series of 9.1 The Seller represents and warrants to the (including without limitation documents, operate in obtaining suitable protection for claims arising from one event and Purchaser that:- products, designs, prices, customers and the Purchaser including, but not limited to, unlimited in the (a) all Goods and Services Delivered pursuant to processes). All such information shall be and execution of patent applications and aggregate; this Contract will have been produced, sold remain at all times the property of the assignments as required by the Purchaser. (b) employer’s liability insurance with a and Delivered to the Purchaser, and all Purchaser and shall be preserved and limit of indemnity of not less than facilities used by the Seller in connection with regarded by the Seller as secret and 13. INDEMNITY €13 million per claim or series of the Delivery of any Goods or Services shall be, in confidential. Without prejudice to the claims arising from one event and 13.1 The Seller shall assume full liability for and compliance with all applicable EU, national, generality of the foregoing the Seller shall unlimited in the aggregate. federal, state, municipal and local laws and take all proper and reasonable measures to shall indemnify, protect and hold harmless In addition from the date of the Purchase regulations; ensure that all information, documentation and the Purchaser, its affiliates and their respective directors, officers, employees Order until completion of Delivery, the (b) all Goods Delivered pursuant to this Contract materials belonging to or relating to the and agents (the “Indemnified Parties”) Seller is obliged to insure the Goods will have been sourced from the sources Purchaser or Ervia shall be kept confidential from and against any and all liability, through product liability insurance with agreed with the Purchaser and will not have and shall not be disclosed or used save as damage, cost or expense which may a limit of indemnity of not less than been produced using child labour; otherwise expressly permitted by this Contract. €6.5 million per claim or series of claims arising between the Seller and the sub- becoming aware of any breach of 16.1 All Intellectual Property in any artwork, from one event, and to insure any asset, goods, processor containing clauses equivalent security leading to the accidental or designs, computer programmes, materials of the Purchaser located on the Seller’s to those imposed on the Supplier in this unlawful destruction, loss, alteration, systems, scheme plans, sketches, premises at any time, against any loss, damage Contract. In the event that any sub- unauthorised disclosure of, or access drawings, data, or any other work or destruction by any cause whatsoever. Seller processor fails to meet its data to, personal data transmitted, stored developed by, drawn by or created or shall produce evidence of such insurance upon protection obligations, the Seller shall or otherwise processed and shall adapted by the Seller pursuant to this request by the Purchaser. remain fully liable to the Purchaser for provide the Purchaser (or as the case Contract shall be the property of the the performance of the sub-processor’s may be, Ervia) with such co-operation Purchaser. The Seller shall further 15. DATA PROTECTION obligations; and as may be required to mitigate execute all documents and do all such against the effects of, and comply with other acts which may be necessary or 15.1 In this Contract “Data Protection Law” means all (g) the Seller shall inform the Purchaser any reporting obligations which may desirable to register (where relevant) applicable data protection law including, with immediately in the event of receiving a apply in respect of, any such breach; any Intellectual Property in such works effect from 25 May 2018, the General Data request from a data subject to exercise and in the name of the Purchaser and to vest Protection Regulation (Regulation (EU) the subject’s rights under Data the legal and beneficial ownership in 2016/679) and the Data Protection Act 2018; Protection Law and shall provide such (n) no personal data shall be transferred any and all such Intellectual Property in and the terms ‘personal data’, ‘process’, co-operation and assistance as may be outside of the European Economic the Purchaser. The Seller irrevocably ‘controller’, ‘processor’ and ‘data subject’ shall required to enable the Purchaser to deal Area by the Seller or any of its agents appoints the Purchaser to be his attorney have the meanings given to them under Data with such request in accordance with or sub-processors without the prior and on his behalf to sign execute and do Protection Law. the provisions of Data Protection Law; written consent of the Purchaser, which consent may be subject to any such act or thing necessary for the 15.2 The Seller acknowledges that in performing its (h) the Seller shall assist the Purchaser by terms and conditions (including, purpose of giving to the Purchaser or obligations, the Seller may process personal implementing appropriate technical and without limitation, that the data its nominee the full benefit of the data on behalf of the Purchaser. In such organisational measures to allow the importer enters into model clauses in provisions of this clause. circumstances, the Seller acknowledges that Purchaser to comply with requests from the form approved by the European 16.2 The Seller shall not cause or permit the Purchaser is the controller and the Seller is data subjects to exercise their rights Commission and, where relevant, anything which may damage or a processor, and the Seller agrees that: under Data Protection Law; complies with the provisions regarding endanger the Intellectual Property or (a) the Seller shall process such personal (i) the Seller shall assist the Purchaser in sub-processors contained in such other property of the Purchaser, or the data, on behalf of the Purchaser in the ensuring compliance with applicable model contracts in respect of any sub- Purchaser's title to it or assist or allow context of, and for so long as it is, obligations in respect of security of processors). The Seller shall comply others to do so. performing its obligations. The personal data under Data Protection with the requirements of Data 16.3 Nothing in this Contract or in the Seller’s obligations and rights of the Purchaser Law; Protection Law in respect of transfers status as a Seller shall grant the Seller shall be as set out in this Contract; (j) the Seller shall: (i) at the choice of the of such personal data outside the any right or licence to any copyright, (b) the Seller shall process such personal Purchaser, delete or return all such European Economic Area, to the trade secret, or other Intellectual data only in accordance with the personal data to the Purchaser when the extent that the Purchaser consents to Property owned by the Purchaser. documented instructions of the Seller ceases to provide services any such transfer. Purchaser, including with regard to relating to data processing; and (ii) 15.3 The Supplier shall notify the Purchaser in transfers of personal data to a third delete all existing copies of such 17. FORCE MAJEURE advance of processing any personal data on country and solely as strictly necessary personal data unless EU law or the laws 17.1 If a party (the "Affected Party") is its behalf and provide a detailed description for the performance of its obligations; of an EU Member State require storage prevented, hindered or delayed from or of the personal data; of all such personal data. (c) the Seller shall ensure that the persons in performing any of its obligations under 15.4 In order to process invoices submitted to in authorised by the Seller to process such (k) the Seller shall: (i) make available to this Contract by a Force Majeure Event, accordance with clause 6.1 above, it may be personal data are bound by the Purchaser all information necessary the Affected Party's obligations under relevant or necessary for the Supplier to confidentiality obligations consistent with to demonstrate compliance with the this Contract to the extent affected by disclose personal data (in respect of which it Seller’s obligations under Data Protection obligations laid down in this Contract; the Force Majeure Event shall be is the controller) to the Purchaser. In such Law; and (ii) allow for and assist with audits, suspended while the Force Majeure including inspections, conducted by the circumstances, both parties agree that they Event continues. (d) the Seller shall implement such technical Purchaser or another party mandated are separate controllers for the purposes of and organisational security measures as 17.2 Where a Force Majeure Event continues by the Purchaser, in order to ensure Data Protection Law and the Supplier are required to comply with the data for a period of 1 (one) month or longer, compliance with the obligations laid warrants that: security obligations under Data the party not affected by the Force down in this Contract, including its data (a) such personal data has been collected, Protection Law; Majeure Event shall be entitled to security obligations under Data processed and disclosed in accordance terminate this Contract and the (e) the Seller is authorised to engage sub- Protection Law, provided however that with Data Protection Law; provisions of clauses 18.3 and 18.4 shall processors to undertake processing on its the Purchaser shall be entitled, at its (b) it will comply with its obligations as a apply. behalf, provided that it provides the discretion, to accept adherence by the controller under Data Protection Law in Purchaser with prior notice in writing 17.3 In this clause 17, "Force Majeure Seller to an approved code of conduct or respect of personal data which is containing details of the sub-processors Event" means an event beyond the an approved certification mechanism to disclosed to the Purchaser; and that it engages and informs the Purchaser reasonable control of the Affected Party aid demonstration by the Seller that it is (c) it will provide all co-operation and of any intended changes concerning the including, without limitation fire, compliant with the provisions of this assistance as may be required to enable addition or replacement of such sub- explosion, flood, war, act of terrorism, Contract; the Purchaser to comply with its processors and provides the Purchaser act of God, accident, interruption of or (l) the Seller shall inform the Purchaser obligations under Data Protection Law in with a reasonable opportunity to object to delay in transportation, labour trouble, immediately if, in its opinion, it receives respect of the disclosed data, including such changes; strike, suspension of operations or an instruction from the Purchaser which by providing adequate notice to the works at any of the Affected Party’s (f) where any sub-processor of the Seller will infringes Data Protection Law; relevant data subjects. places of business, government action, be processing such personal data on (m) the Seller shall notify the Purchaser riot or rebellion. behalf of the Purchaser, the Seller shall without undue delay, and in any event ensure that a written contract exists 16. INTELLECTUAL PROPERTY within twenty-four (24) hours, after 19.2 The Purchase Order shall prevail over these may terminate this Contract forthwith. The associated company of the Purchaser or 18. TERMINATION Terms if there is an inconsistency between decision of the Purchaser shall be final and otherwise and whether to one or more 18.1 If the Seller (i) commits a material or them. conclusive in any dispute, difference or such parties). fundamental breach of an obligation under or 19.3 Subject to Clause 12, any variation, change question arising in respect of the 20.2 Without prejudice to clause 21.1, if the condition of this Contract; (ii) becomes or amendment to this Contract is valid only interpretation of this clause or the right of business and/or legal structure of the insolvent; (iii) makes any composition or if agreed by the parties in writing and signed the Purchaser under this clause to terminate Purchaser is re-organised in any manner, arrangement with its creditors (iv) has a by a duly authorised representative of the this Contract. the rights and obligations of the Purchaser liquidator, receiver, administrative receiver, Purchaser. For the avoidance of doubt, the 20.3 The Seller accepts and acknowledges that pursuant to this Contract may, at its examiner or administrator appointed over all or Purchaser reserves the right to amend these in Delivering the Services it is acting as absolute discretion, be varied in such a any part of its undertaking; (v) enters into Terms to the extent that they apply to any an independent contractor, nothing in this manner as the Purchaser may notify to the compulsory or voluntary liquidation (other than future contract(s) made between the Contract shall constitute a partnership or Seller to reflect any reduced or altered for the purposes of amalgamation or Purchaser and the Seller. joint venture nor establish a relationship requirement for the Goods as a result of reconstruction); (vi) suffers the occurrence of of agency or employment between the said re-organisation. Purchaser and the Seller. The Purchaser has any event analogous to those described in any 20. GENERAL 20.3 The Seller may not assign, transfer, of (ii) to (v) under applicable law; (vii) if the no and assumes no liability or responsibility charge, subcontract or deal in any manner 20.1 The Seller assumes all obligations under Purchaser has reasonable cause to believe that for any of the Seller’s personnel and neither with any or all of its right or obligations applicable insurance, employment, benefits any of the foregoing circumstances may occur; the Seller nor any of its staff has any under this Contract with the Purchaser’s and tax legislation with respect to persons or (viii) if the Seller indicates in any way, authority to negotiate or conclude any prior written consent in writing except as employed or otherwise engaged by or on its including by its conduct, that it is unwilling to transaction or otherwise enter into any part of a company amalgamation or behalf in the performance and/or production comply with the provisions of this Contract, the binding commitment on behalf of the reconstruction. and Delivery of Goods or Services under Purchaser may terminate this Contract forthwith Purchaser or Ervia. this Contract. If any claim is made or by notice to the Seller. Nothing in this Contract shall be deemed to threatened, whether by legal proceedings 21. GOVERNING LAW give the Seller any exclusive rights or 18.2 Notwithstanding any of the foregoing, the or otherwise, against the Purchaser or Ervia 21.1 This Contract shall be governed by and entitlements against the Purchaser and the Purchaser may terminate this Contract in by any person (including without limitation construed in accordance with the laws of Purchaser shall be at liberty to retain the whole or in part at any time by written notice to any member of the Seller's staff) on the Ireland and the parties agree to submit to services of third parties at any time and from the Seller provided that in such circumstances grounds that any such person supplied or the exclusive jurisdiction of the Courts of time to time at its sole discretion. the Purchaser shall pay the Seller for any engaged by or performing work (directly or Ireland. Goods or Services Delivered to the Purchaser in 20.4 Any failure by the Purchaser to enforce or indirectly) on behalf of the Seller in accordance with this Contract up to the require strict performance by the Seller of connection with this Contract is or was or 22. CODE OF BUSINESS CONDUCT effective date of termination. is deemed (whether pursuant to section 13 any terms or conditions of this Contract 22.1 The Seller shall engage with the Purchaser 18.3 Upon termination of this Contract, the Seller of the Unfair Dismissals (Amendment) Act, shall not constitute a waiver thereof by the in the “procure to pay” process (tendering, shall deliver to the Purchaser all 1993 or otherwise) to be or have been an Purchaser and the Purchaser may at any time contracting, ordering, certification, documentation relating to this Contract, employee of the Purchaser or Ervia, then avail itself of the rights and remedies the invoicing, payments) in compliance with together with any of the Purchaser’s goods, the Seller shall indemnify the Purchaser Purchaser may have for any breach of the best practice and with honesty and which are in the Seller’s custody or control. The and/or Ervia in respect of all loss, damage or terms hereof. integrity. Purchaser shall be entitled to enter the Seller’s injury and all costs, fees and expenses 20.5 Notices to be given under this Contract may 22.2 If the Seller is dissatisfied in relation to the premises, without prior notice, for the purpose incurred by the Purchaser or, as the case may be served by the Purchaser by sending Purchaser’s tendering and purchasing of removing therefrom any of the Purchaser’s be, Ervia as a result thereof, including any same by ordinary prepaid post to the procedures it shall immediately bring this goods or documents. damages and costs awarded by any court, address stated in the Purchase Order. to the Purchaser’s attention 18.4 Notwithstanding termination of this Contract, tribunal or rights commissioner, the cost 20.6 If for any reason any provision of this the provisions of this Contract shall continue to incurred in compliance with any demand Contract shall be or be bound to be void or bind each party insofar as and for as long as made by the Revenue Commissioners and of no effect or invalid the other provisions may be necessary to give effect to their any loss, costs, fees and expenses suffered hereof shall not be affected thereby and respective rights and obligations hereunder. or incurred in complying with any order of shall continue in full force and effect. The Termination of this Contract by the Purchaser the court, tribunal or rights commissioner. Purchaser and the Seller further agree to shall be without prejudice to the rights and 20.2 Without prejudice to any other provision of replace any such invalid, unenforceable remedies of the Purchaser in relation to any this Contract, the Seller shall not offer, or provisions with valid and enforceable negligence, omission or default of the Seller give or agree to give, any person employed provisions designed to achieve, to the prior to such termination. by the Purchaser or Ervia any gift or greatest extent possible, the business consideration of any kind as an inducement purpose and intent of such invalid and 19. PRECEDENCE or reward for doing, or for bearing to do, or unenforceable provisions. 19.1 Unless otherwise expressly agreed in writing by having done, or forbore to do, any act in 20.7 The rights and remedies provided for in the Purchaser, this Contract alone shall govern relation to the obtaining or performance of this Contract are cumulative and are not the relationship between the Purchaser and the this Contract or for showing, or forbearing to exclusive of rights or remedies provided by Seller relative to Delivery of the Goods and/or show, favour or disfavour to any person in law. Services. Notwithstanding anything to the relation to this Contract. In the event of contrary in any document issued by the Seller any breach of this clause or the commission 20. ASSIGNMENT/TRANSFER of any offence by the Seller or any of the prior or subsequent to the Purchase Order 20.1 The Purchaser shall be entitled, at its absolute Seller personnel under the Prevention of this Contract shall take precedence over and discretion, at any time and from any time, Corruption Acts 1889 to 2001,the Bribery Act shall prevail over any terms or conditions without the prior written consent of the Seller, 2010 or under any legislation analogous to specified or referred to by the Seller (whether to transfer, assign, and/or novate its rights and the foregoing in any applicable jurisdiction verbally or in writing and whether set out in obligations pursuant to this Contract, in whole the Seller shall be regarded as having the Seller’s quotations or invoices or otherwise). or in part, to any third party (whether an breached this Contract and the Purchaser