Customer Terms and Conditions of Sale

General

1.1 In these Conditions of sale:

“Anti-Bribery Laws” means the anti-corruption and/or anti-bribery laws in effect in jurisdictions where the Buyer acts or markets, sells, distributes, or delivers the Goods, including but not limited to the Foreign Corrupt Practices Act of the United States and the Criminal Justice (Corruption Offences) Act 2018 (CJA) and any local statutory legislation.

"Buyer" means the person, the firm or the company ordering or buying goods from the Company.

"Company" means Macro Evolution Services Limited, 21 Fonthill Business Park, Fonthill Road, Dublin D22 FR82.

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with these conditions.

“Contract” means the contract between the Company and the Buyer for the purchase of Goods (and or Services) from the Company under the Conditions stated here.

“Data” means any information relating to a Data Subject.

“Data Controller” has the meaning given to it under the Data Protection Laws.

“Data Processor” has the meaning given to it under the Data Protection Laws.

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the Republic of Ireland including without limitation the Data Protection Act (DPA) 2018 and the General Data Protection Regulation ((EU) 2016 /679) (EU GDPR) as amended and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which either party is subject, which relates to the protection of Data.

“Data Subject” means an identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person in accordance with the EU GDPR.

“Force Majeure Event” means any event beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, pandemics, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

"Goods" means the distributed products, services, software and/or technology (or any part of them) as set out in the relevant order or contract of sale.

“IPR / Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Services” means the services provided by the Company to the Buyer from time to time including the deliverables supplied by the Company to the Buyer as set out in the specification and/or any customisation, implementation, installation or configuration services (or any part of them) relating to the Goods.

“Working Day” means a day (other than a Saturday, Sunday or public holiday in the Republic of Ireland).

1.2 No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyer's order has been accepted by the Company either by formal acknowledgement or by processing the order for delivery (whichever is earlier), at which point the Contract shall come into existence. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate (including under any purchase order, confirmation of order or any other document) or which are implied by trade, custom, practice or course of dealing. No conditions or terms stipulated in any other communication or document shall vary or annul any of these Conditions except insofar as the conditions are expressly consented to in writing by the Company.

1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

1.4 No representation, claim, drawings, illustrations, specification or price given in any advertising or promotional literature of the Company shall form part of the contract unless specifically stated in the accepted order or specification for or of the Goods.

1.5 The Company reserves the right to make any changes in the specification and/ or withdraw, modify or amend any of the Goods or services withoutprior notice which are required to conform with any applicable safety or other statutory or EU requirements or, where the Goods or servicesare to be supplied to the Company's specification, which do not materially affect their quality or performance. Any such variation, withdrawal or modification shall not affect any order that has already been accepted by the Company, save that the Company reserves the right to make any changes in the specification which are required to conform with any applicable statutory requirements.

Services

2.1 A central pillar of the Company's business model is the provision of a comprehensive suite of services for customers. The services cover ordering, account information such as, statements, copy invoices, proof of delivery dockets, shipment information, product search, details of new products and promotions.

2.2 A team of customer services representatives is available to help you with any queries you may have concerning the above procedures.

2.3 While the Company takes reasonable care to ensure that all prices are accurate, errors may occur. If the Company discovers an error in the price of goods the Buyer has ordered, the Company will inform the Buyer as soon as possible and give the Buyer the option of reconfirming the order at the correct price or cancelling it. If the Company is unable to contact the Buyer using the contact details provided, the order will be treated as cancelled and if the Buyer has already paid for the Goods the Buyer will receive a full refund. However, if the Company mistakenly accepts and processes an order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Company may cancel supply of the Goods or Services and refund the Buyer any sums which have been paid.

Price

3.1 The provision or display of pricing and other information relating to the Goods by the Company to the Buyer does not amount to an offer by the Company to sell the Goods at that price or on any other terms. An order placed by the Buyer for the Goods in accordance with these Conditions shall constitute an offer.

3.2 Unless otherwise expressly specified and agreed in writing prices payable for the Goods are exclusive of delivery charges, insurance costs, packaging costs or other special handling charges, all of which will be charged at an extra cost.

3.3 All orders received by the Company are subject to delivery charge for each customer order received. Unless otherwise stated the Company shall enter into a Contract for delivery of the order to the address of the Buyer, as provided as part of its account set up. Any request to amend or ship to an address other than the Buyers account address must be provided by the Buyer to the Company in writing. The Company will not be liable for any loss, damages or delays arising out of or in connection with any such request.

3.4 All quotes issued by the Company are valid for 3 Working Days subject to constant currency from the date of issue and must be reconfirmed if ordering after this period. The prices for the Goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to that date.

3.5 All prices are exclusive of VAT and similar taxes. All such taxes will be levied on the Buyer at point of payment or at the time of invoice for purchase order (PO) credit.

3.6 Where Goods are being price supported in any way, the final invoice price can only be confirmed once all conditions attached to that support have been met. Where Goods sold are price supported by a manufacturer in favour of an end-user customer or have other specific conditions attached, the Buyer must ensure that the Goods are issued at the agreed conditions specific to that support. The Buyer is solely responsible for and must be able to confirm that all conditions have been met, including confirming the end-user sale by providing, when requested by the Company, the end-user invoice, the end-user purchase order or any other relevant supporting documentation requested. The Buyer agrees that the manufacturer or the Company may audit the Buyers compliance with these conditions. Should a manufacturer not honour a price support for whatever reason, the Company will not for any reason whatsoever be liable and will re-invoice the unsupported amount to the Buyer which will become immediately due. For any further clarification required please refer to the relevant brand manager.

3.7 The Company may, by giving notice to the Buyer at any time, increase the price of the Goods and / or services to reflect any increase in the cost of the Goods and / or services that is due to:

any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, compliance with statutory provisions from time to time in force, and increases in labour, materials and other manufacturing costs and increases in prices charged to the Company by any manufacturer);
any request by the Buyer to change the delivery date(s), the delivery location, quantities, capacity, form, content, style, description or types of Goods and / or services ordered; or
any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

Order Cancellation or Suspension

4.1 No order (including backorders) which has been accepted by the Company may be cancelled or suspended by the Buyer except with the prior agreement in writing of the Company. The Buyer acknowledges that the Company reserves the right to require the Buyer to reimburse the Company in full for any loss suffered as a result of such cancellation or suspension and shall indemnify the Company in full against all loss suffered (including but not limited to loss of profit), costs (including but not limited to the cost of labour, services already carried out and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation (including but not limited to storage). Without limiting its rights under the Contract in any way, the Company reserves the right to charge the Buyer a cancellation/restocking fee of 25% of the price of the Goods or services should the Buyer cancel the order without the prior written agreement of the Company.

Despatch

5.1 Unless otherwise specified and agreed by the Company in writing the price for the Goods quoted is packed excluding warehouse costs, delivery and insurance costs. An additional delivery charge may also be made to cover any extra costs involved for delivery to an address, which is different to the Buyer's normal delivery address as provided as part of its customer account set up. Any request to amend or ship to an address other than the Buyer’s account address must be provided by the Buyer to the Company in writing.

5.2 Should expedited delivery be agreed an extra amount may be charged to cover any extra overtime or any other additional costs involved.

5.3 Should work be suspended at the request of or delayed through any default of the Buyer for a period of 30 days or more, the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional cost including storage in accordance with clause 4.1 (Order Cancellation or Suspension) above.

5.4 Any date or time quoted for despatch and / or delivery is to be treated as an estimate only. Despatch may be postponed or delayed due to conditions beyond the Company's reasonable control, and in no event shall the Company be liable for any damages or penalties due to any delay in despatch or delivery of the Goods.

5.5 The Company may deliver the Buyers Goods in instalments; each instalment will be treated as a separate Contract. Failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any defect in an instalment or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to cancel any other instalment and/or to treat the Contract as a whole as repudiated.

The Goods

6.1 In the event of the Buyer purchasing the Goods by description the provisions of Section 13 of the Sale of Goods Act, 1893 (which implies the term that the Goods shall correspond with their description) shall not apply to the contract between the Company and the Buyer.

6.2 The Company makes and gives no warranty, condition or representation in regard to the Goods save as herein expressly stated and it shall not be a condition of the Contract of sale that the Goods supplied here under are fit for the purpose for which the Buyer wants them, whether or not this purpose has been made known to the Company and/or are of merchantable quality. The Buyer accepts that prior to agreeing to purchase the Goods here under the Buyer is satisfied as to their fitness for purpose and their merchantable quality in regard to the use for which the Buyer requires them and has not relied upon the Company's skill, judgment or representations, if any.

Credit Policy and Payment Information

7.1. Invoices are raised and dated on the date of despatch of the goods. Provided a credit account has been approved and unless otherwise specifically agreed in writing by the Company, all invoices are payable, in full without any offset or deduction, within 30 days of the date of the invoice.

7.2 If credit terms have not been agreed by the Company, payment must be made in full at the time of placing the order for the Goods.

7.3 All invoices are emailed to the address provided by the Buyer's and copies are available. Statements are also available at any time at this email address accounts@macroev.com.

7.4 The Buyer must inform the Company within 5 Working Days from the invoice date of any discrepancies or errors on that invoice. If the Buyer does not inform the Company of any discrepancies or errors within this time, the Company will assume that the Buyer accepts all information noted on the Company's invoice.

7.5 All accounts are reviewed periodically in line with the Company’s terms of insurance and limits may be reduced or removed at the Company’s discretion with no prior notice to the Buyer The Company reserves the right to remove or reduce credit facilities and stop supplying Goods at any time at its sole discretion and is under no obligation to provide reasons why credit facilities are removed or reduced.

7.6 The Company accepts Cash, Cheques, Draft, Transfer, Visa, MasterCard, Laser and Maestro. Payments by credit card are subject to a transaction fee of 1.75% on the value of all transactions.

7.7 If any cheque presented in payment of an invoice or account by a Buyer is returned for whatever reason or if an agreed standing order or direct debit arrangement fails to operate there will be a charge of €50.00 debited to the Buyer's account.

7.8 If the Buyer fails to make any payment due to the Company under the Contract by the due date for payment then interest shall be payable on overdue accounts at the rate of EURIBOR +5% and will be accrued on a daily basis until such time as the account is settled. Where additional administration or legal fees have been incurred, the Company reserves the right to charge these fees to the Buyer.

Preliminary Work

8.1 All work carried out additional to that specified in the relevant quotation or order, whether experimentally or otherwise, shall be charged by the Company.

Retention Of Title

9.1 Notwithstanding delivery and the passing of risk, the title to the Goods shall remain with the Company, until the Buyer has paid all monies owed by it to the Company under this Contract or otherwise. Until title to the Goods has passed to the Buyer, the Buyer shall ensure that if any of the Goods are processed into, incorporated in, used as materials for or mixed with other goods or materials prior to such payment, the title (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or admixture and shall remain with the Company until payment of all such monies as specified in this Condition. Until such payment is made in full and the title has passed, the Buyer shall possess all goods and material the property in which is vested in the Company by virtue of this Condition on a fiduciary basis only and if the Company so requires the Buyer shall store such goods and materials at no extra cost to the Company so that they are clearly identified as belonging the Company, maintain the Goods in a satisfactory condition and insured against all risks for their full price from the date of delivery. allow the Company access to its premises to verify that the Goods have been stored correctly. The Company without prejudice to any of its other rights and remedies may recover and resell any or all of such Goods or materials and may enter upon the Buyers premises for that purpose. The Buyer has the right to sell for the account of the Company any Goods or materials the properties in which vested in the Company by virtue of this Condition. In such event the Company shall be entitled to, and the Buyer shall be under a fiduciary duty to account to the Company for, the proceeds of such sale to the extent that the Buyer owes any monies to the Company. In addition, the Company shall be entitled to make a claim directly against the Buyer's customer for any purchase monies unpaid by the customer and the Company shall be entitled to retain from any monies recovered from the customer all monies due to the Company from the Buyer plus all costs and expenses involved in making the claim. If there is any excess the Company will return this to the Buyer. The authority hereby granted to the Buyer to pass title in the goods or materials shall not extend to any sale of the goods or materials in the course of a sale of the entire or substantially the entire of the Buyer's business or undertaking pursuant to a sale of the Buyer's stock-in-trade preparatory to a cessation of the Buyer of business or of trade in goods similar to the Goods.

9.2 On the happening of any of the following events, before title to the Goods passes to the Buyer, the authority of the Buyer to sell the Goods shall terminate immediately and all the Goods, the property of the Company, shall be immediately delivered to the Company:

a) any notice to the Buyer or the Company that a receiver, manager, administrator, administrative receiver or similar officer of or over the business or any part of the business of the Buyer is to be or has been appointed;
b) any notice to the Buyer or the Company that a petition to wind-up the Buyer is to be or has been presented or any notice of a resolution to wind up the Buyer (other than for the purposes of a bona fide reconstruction or amalgamation on terms previously approved in writing by the Company);
c) any decision by the Buyer that the Buyer intends to make an arrangement with its creditors;
d) the insolvency of the Buyer within the meaning of Section 62(3) of the Sale of Goods Act, 1893 (as amended); and

e) any notice to the Buyer or the Company of the appointment of an examiner to the Buyer under the provisions of the Companies (Amendment) Act, 1990 (as amended).

Property and Risk

10.1 Notwithstanding the preceding Condition, all risk in respect of the Goods shall pass to the Buyer upon delivery of the same to him.

10.2 The Buyer's property and all property supplied to the Company by or on behalf of the Buyer shall, while it is in possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer's risk and the Buyer shall insure accordingly.

10.3 The Company shall be entitled to make a reasonable charge for the storage of any of the Buyers property left with the Company before receipt of the order notification to the Buyer on completion of the work.

Tax Compliance

11.1 The Company may on occasion run promotions either on its own behalf, for other parties or in conjunction with commercial partners. Any tax liabilities which arise as a result of these promotions lies directly with the recipient not with the Company, and where applicable the onus is on the recipient to declare these benefits to the tax office.

11.2 All undertakings relating to the Company and its staff shall be entered into on the basis that they are in compliance with tax regulations pertaining to the Republic of Ireland. Any undertaking, including but not limited to, promotions and incentive activities, which do not comply with the relevant tax regulations shall be rejected by the Company and shall be deemed to have been null and void from inception. Any incentive offered to staff of the Company without the prior written approval of the Company shall be deemed voidable by the Company.

Loss or Damage In Transit Or Non Delivery

12.1 The Buyer shall examine the Goods immediately on delivery. The Company shall have no liability in respect of shortages or damage in transit or non-delivery of the Goods, or in the case of non-delivery, 24 Hours after the due date for delivery. The Buyer should contact their relationship manager with any issue.

Late Delivery

13.1 Whilst the Company will endeavour to deliver the Goods in accordance with the Buyer's requirements, the Company will not be liable for any consequences of late delivery howsoever caused.

Defective Products

14.1 The Company's total liability to the Buyer (both in contract and in tort (including negligence), breach of statutory duty, or otherwise) in respect of any defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company in its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Buyer in respect of :
a) any indirect or consequential loss or damage, sustained by the Buyer howsoever caused; or
b) any economic losses (including, without limitation, loss or revenues, profits, loss of business opportunity, contracts, business or anticipated savings); or
c) any expenditure incurred by the Buyer in respect of Goods alleged to be defective; or
d) any Goods which have been processed in any way by the Buyer or damaged after the risk in the Goods has passed to the Buyer; or
e) any liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval; or
f) any liability under any warranty, condition or guarantee (whether express or implied) if the total price for the Goods has not been paid by the due date for payment; or
g) any loss of goodwill or reputation; provided, always that these Conditions do not exclude or restrict the Company's liability for death or personal injury from its negligence.

Returns

15.1 For Buyers, returns can only be made where there is a material difference between the Goods ordered and the Goods received. All communication must be submitted via email only to accounts@macroev.com.

15.2 The Company's policy on returns for all accounts is governed by separate terms and conditions available here.

Buyer's Warranty

16.1 The Buyer warrants that they are not a consumer within the meaning of the Sale of Goods and Supply of Services Act, 1980 or otherwise.

Intellectual Property Rights

17.1 The Buyer warrants that the receipt and use of any design or instruction furnished by the Buyer, the Buyer shall be responsible for any infringement with regard to the IPR of any third party in any country without exception when such infringement is due to the Company having followed the design or instruction furnished by the Buyer. The Buyer shall be liable for and indemnify the Company against all liabilities, costs, losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis), damages and expenses (and all other reasonable professional costs and expenses) arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s IPRs arising out of, or in connection with, the receipt or use in the performance of the Contract of the Customer Materials suffered or incurred or paid by the Company arising out of, or in connection with , the receipt or performance of the Contract.. In case any dispute and/or claim arises in connection with the above infringement, the Company reserves every and all rights to cancel and make null and void the Contract at its discretion and hold the Buyer responsible for any loss caused thereby to the Company. Nothing herein contained shall be construed as transferring any IPR in the Goods or in any product that the Goods can produce, and all such rights are to be expressly reserved to the true and lawful owners thereof.

Export Control

18.1 The Buyer agrees and undertakes to comply with all applicable export and re-export and in-country transfer control laws and regulations, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the U.S. Department of Treasury, the U.S. Department of Commerce, the U.S. Department of State or the European Commission, or the U.K. government through the UK Department for International Trade and the Export Control Joint Unit the UK Foreign and Commonwealth Office, or Her Majesty’s Treasury of the United Kingdom (Export Control).

18.2 At the time of order, the Buyer is required to inform the Company of any plans to export/re-export the Goods and will obtain an end-use statement from the end-customer regarding the end-use of the Goods in question.

18.3 The Buyer’s acceptance of any order subject to an export licence is contingent on the issuance of applicable licence and the Company shall not be held liable for delays or failure to deliver as a result of not obtaining an applicable export authorization.

18.4 Neither the Buyer nor any of its owners, affiliates, related parties or subsidiaries nor any of its directors or directors of its owners, related parties or subsidiaries, or any of its administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any E.U, U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the U.S. Department of the Treasury, Office of Foreign Assets Control's Specially Designated Nationals List, the Bureau of Industry and Security of the U.S. Department of Commerce, the US Department of Commerce’s Denied Persons List, Entity List or Unverified List or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom, or the Organization for Security and Co-operation in Europe (OSCE) (collectively Sanctions). Should this position change, the Buyer will inform the Company within 48 hours of the Sanction being imposed.

18.5 The Buyer has adequate controls and systems in place to screen, and is fully responsible for screening transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from the Buyer, and to ensure compliance with applicable laws pertaining to Sanctions. The Buyer will not supply, sell, export, re-export or transfer (in-country or otherwise) the Goods directly or indirectly to any country, entity or person which is subject to Sanctions.

18.6 The Buyer acknowledges that it remains responsible for export compliance requirements related to any software provided to the Company and that all necessary export compliance information pertaining to such software will be provided in advance of any export or transfer to the Company.

18.7 The Buyer agrees to fully indemnify and hold harmless the Company and its representatives from any third-party claims, damages, costs, losses, and/or liabilities arising out of the Buyer’s non-compliance or alleged non-compliance with Export Control and Sanctions regulations. This clause will survive termination of this Contract.

18.8 Nothing in the Contract is to be construed as authorization by the Company for the Buyer to market or resell the Goods in violation of the provisions of this clause.

Force Majeure

19.1 The Company shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. The Company reserves the right to cancel, vary or suspend the operation of the Contract of sale due a Force Majeure Event.

Cancellation

20.1 Without limiting its other rights or remedies, the Company may, without liability to the Buyer, withhold, suspend or cancel or terminate the Contract (and all / or further deliveries under the Contract) with immediate effect and may recover all losses resulting there from if any of the events set out at clause 9.2 (Retention of Title) occurs or if the Buyer: - (a) fails to make payment on the due date under the Contract with the Company; or (b) is in material breach of any of its obligations contained herein (notwithstanding that on a former occasion or occasions the Company has waived its rights); or (c) commits or is party to dishonest or fraudulent conduct in relation to the Contract. The exercise of rights under Condition 9.2 shall be without prejudice to the Company's other rights of remedies.

Pass-thru of terms of MacroEV Supplier Code of Practice

21.1 MacroEV has signed up to follow a code of practice which covers expected standards in the many areas. The full statement is available on our website: https://www.macroev.com/supplier-code-of-practice. The Company’s is following this code in all of its dealings. In turn, by accepting these Conditions, the Company expects that the Buyer will also respect the code and will not take any action that might contravene this code. If the Buyer has an issue to discuss, please contact the Compliance Officer in Macro Evolution Services or follow the steps outlined in the Supplier Code of Practice.

The Buyer shall use reasonable endeavours (a) to flow down the following terms to its customers and (b) to inform its customers (if applicable) to flow down such terms to their end-users, in a form substantially similar to the terms in these Conditions:

Data Protection (clause 26);
Records and Audits (clause 27);
Applicable Law and Compliance (clause 22.2);
Anti-Bribery Laws (clause 28); and
Export Control (clause 18).

21.2 Recurring Contract Invoicing

21.2.1 If the Buyer enters into a recurring contract arrangement with an end user, or facilitates the entering into a recurring contract arrangement between an end user and OEM, that includes the supply of Goods or Services from the Company, the Buyer shall provide the Company with a copy of the contract and any relevant documentation within 5 Working Days of signing the contract.

21.2.2 The Company shall have the right to invoice the Buyer for the Goods or services supplied under the recurring contract arrangement in accordance with the terms and conditions of the contract, or as otherwise agreed in writing by the parties.

21.2.3 The Buyer shall pay the Company for the Products or Services invoiced under this clause 21.2 in accordance with clause 9 of these Conditions.

21.2.4 The Buyer shall not cancel, terminate, modify or vary any recurring contract arrangement without the prior written consent of the Company. The Buyer shall indemnify the Company for any loss or damage suffered by the Company as a result of any breach of this clause 21.2.4 by the Buyer.

Applicable Law and Compliance

22.1 These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with Irish Law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland.

22.2 The Company takes a zero-tolerance approach to bribery and corruption. The Buyer agrees to comply with all laws and regulations that apply to the Buyer in regard to the Contract and any onward sale, distribution or delivery of the Goods. The Buyer shall procure that any third party engaged in connection with the Contract or the sale, distribution, or delivery of the Goods complies with all applicable laws and regulations. The Buyer agrees to maintain, throughout the duration of dealings between the Buyer and the Company, its own policies and business controls to ensure compliance with these laws, including having adequate procedures designed to ensure that any third party the Buyer engages complies with applicable laws and regulations, in line with the provisions agreed in clause 21 (Pass-thru of terms of MacroEV Supplier Code of Practice) above. The Buyer must provide a copy of such policies and procedures to the Company on request and agrees to monitor and enforce such policies and procedures as appropriate. The Buyer agrees at all times to conduct its business in an ethical manner and avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper or amount to a misrepresentation of the Company or the Goods or their capabilities.

Severability

23.1 If any provisions of in the Contract (or part of any provision) is held by a court or other competent authority to be invalid, illegal or unenforceable in whole or in part, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Assignment

24.1 The Company may at any time subcontract, assign, charge, transfer or deal in any other manner with all or any of its obligations or rights under the Contract to a competent third party whether in whole or in part. The Buyer may not assign, charge, subcontract, transfer or deal in any other manner with all or any of its rights or obligations without the prior written agreement of the Company.

Notices

25.1 Any notice required to be given by either party to the other under this Contract shall be in writing, addressed to the other party at its registered office or principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause. Notices will not be validly served if sent by e-mail.

Data protection

1 The Buyer is the Data Controller of any data which is transferred by the Buyer to the Company in connection with the supply of the Goods.

2 The Buyer agrees and warrants that:

it shall at all times comply with the Data Protection Laws;
it has all necessary appropriate consents and/or notices in place to enable lawful transfer under a lawful basis of the data to the Company for the duration and purposes of the contract; and
it shall implement appropriate technical and organisational measures for the lawful transfer of the data to the Company.

3 The Company shall:

comply with the Data Protection Laws;
process the data as data processor in accordance with the Company’s privacy policy set out here:

https://www.macroev.com/privacy-policy save to the extent varied by the Buyer’s written instructions to the Company.

4 The Buyer agrees to indemnify and keep indemnified and defend at its own expense the Company against all costs, claims, damages or expenses incurred by the Company or for which the Company may become liable due to any failure by the Buyer or its employees or agents to comply with any of its obligations under the Data Protection Laws.

Records and Audit

1 The Buyer will maintain legible, accurate and complete books and records (including any certifications and authorisations) relating to the Contract or the sale, distribution, licensing, delivery, or end-use of the Goods for a period of 7 years from the date of creation or longer in accordance with (i) statutory requirements or (ii) any period during which a government or regulatory body may require access to that information. At the end of such retention period specified herein, the Buyer must dispose of all records appropriately.

2 At the Company’s request, the Buyer must cooperate and assist the Company with any audit, review, or investigation (Audit) that relates to (i) these Conditions or the Buyer’s compliance with the law; (ii) the Buyer’s sale, distribution, licensing, or delivery of the Goods; (iii) any rebates, incentives, concessions, or other amounts paid or payable by the Company; or (iv) any amounts due to the Company. In connection with an Audit, the Buyer will deliver all records, information, and documents reasonably requested by the Company. The Company has the right to conduct onsite Audits, and the Buyer will grant the Company, its employees and representatives’ reasonable access to information, records, personnel, and customers, (including customer agreements to verify the Buyer’s compliance with the Contract) and provide entry and access to the Buyer’s premises or other locations (during normal business hours) where such information and records are located.

Anti-Bribery Laws

1 The Buyer agrees to comply with the Anti-Bribery Laws. The Buyer will not take or allow any third party to take any action or engage in any practice that would violate the Anti Bribery Laws.

2 The Buyer warrants and represents that neither the Buyer nor any of its officers or employees has been convicted of any offence involving bribery, corruption, fraud or dishonesty or, to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti- Bribery Laws.

3 The Buyer shall (i) maintain, throughout the duration of dealings between the Buyer and the Company, its own anti-corruption policies and procedures, including without limitation, adequate procedures designed to ensure that the Buyer and any third party the Buyer engages in connection with the Contract comply with the Anti Bribery Laws; (ii) provide a copy of such policies and procedures to the Company on request; and (iii) monitor and enforce such policies and procedures as appropriate.
4 The Buyer shall provide information, documentation and reasonable assistance to the Company and its representatives for the purposes of ensuring the Buyer’s compliance with the Anti-Bribery Laws or to support an inquiry or investigation of a suspected violation of those laws.

5 The Buyer acknowledges, represents and warrants its compliance with the provisions the Criminal Justice Act (CJA) 2001 (as amended in 2021) specifically in relation to criminal tax evasion and/or facilitation.