Taskmaster - Terms & Conditions of Trade

1. Definitions

U "Seller" shall mean Taskmaster its successors and assigns or any person ading on behalf of andwith the aulhority of 24-7Securily Limited.

1.2 ·cuslomer" shall mean the person or enlity described as such on the invoices. application for credit, quotation, WOtk aulhorisalion or any other forms to whieh these terms and conditions apply, and shall mean any person acting on behalfof and wi1h the authorily of suchperson or entity.

1.3 "Guaranlor" means1hat person (or persons), or enlily,who agrees to be liable forlhe debls of the Cu!tlomer on a principal debtor basis.

1.4 "Goods" shall mean Goods supplied by the seller 10 the Customer (and where the con1ext so permits shalt include any supply of Services as hereinafter defined) and are as described on the lnvOice.s, quotation, work. authorisation or any other forms as provided by the Seller to the Customer.

1.5 ·services· shall mean au services supplied by the Seller to the Cuslomer and includes any advice or recommendations (and where lhe conlext sopermits shallincJude cny supply ofGoods as defined above)

1.6 ·Price· shall mean thecost of LheGoods as agreed between the Sellerand the Customer subject to clause 3 or !hisconIract.

2. Acceptance

2.1 Any lnstructlons received by lhe Seller from the Customer for the supply of Goods and/or tne Customers acceptance of Goods supplied by the Seller shall constifute acceptance of the terms and conditions contained herein.

2.2 Where mOf'e than one Customer has enIe,ed into this agreement, lhe Custome,s shall be JOmlly and severally liable for all paymenls of the Price.

2.3 UjXln acceptance or lhese terms and condilions by the Customer the terms and condilions are irrevocable and can only be amended with the writlen consent or !he Seller.

2.4 The Customer under1akes to give the Seller al least fourteen (14) days noUce of any change m lhe Customers name. address and/or any other change in Lhe Customer's details.

3. Price and Payment

3.1 At the Seller's solediscretion the Plice shallbe either· (a) as indicated on invoices provided by the Seller to the Customer in respect of Goods supplied; or (b) the Seller's quoted Price (subject to clause 3.2) which shall be binding upon the Seller provided that the Cuslome, shall accept the Seller's quotationin writing within thirty (30)days.

3.2 The SeUerreserves lhe right to change the Price tn the event of a variationto the Seller'squotation.

3.3 At the Seller's sole discretion a deposit may berequired.

3.4 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other fOfTTlS. lf no time,s stated then payment shall be de seven (7)days followi"Q the date of the invoice.

3.5 At the Seller's sole discretion:

(a) payment shall bedue on delivery of the Goods. or

(b) payment shall bedoe beforedelivery or the Goads.or

(d) payment for approl/ed Customer's shall be due thirty (30) days following the end of the month in which a Slatement is posted to theCuslomer's address or address for notices.

3.8 Payment will be made by cash.or by cheque.or by bank cheque or by any other method as agreed to between the Customer and the Seller.

3.7 VAT and other taxes and dulies that may be applicable shall be added to the Price except when they are ex.p,essly lnduded Tn the Price.

4. Delivery of Goods

4.1 At the Seller'.!> sole di5Cll!:lion delh1ery of the GOOds shall lake place when the Customer takes possession of the Goods at the Customer's address (in the event lhat the Goods are delivered by the Seller or the Seller's nominated carrier).

4.2 At the Seller'ssolediscrelion the co5ts of delivery are incJuded In the Price.

4.3 The Customer shall make all arrangements necessary to lake 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 Seller shall be enlilled to charge a reasonable fee for redelivery.

4.4 Delivery of the Goods to a third par1y nominated by the Customer is deemed10be delivery to the Customer for the purposes of thisagreement.

4.5 The Seller may deliver the GOOds by separale \nstalmenls. Each separate Instalment shall belnvOiced and paid forin accordance with the provisions in These 1erms and conditions.

5. Risk

5.1 If the Seller reIaI1"!S ownership of the Goods nonetheless. all risk for the Goods passes to the Customer on delivery.

5.2 If any of the Goods are damaged or destroyed rolk>wing delivery but poor to ownership pas.sing to lhe Cuslomer, the Seller is ent led to receive alt Insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller Is suff!Cient evidence of lhe Seller's rights to receive the lnsurance proceeds without the need for any person dealing wilhthe Selle, to make further enquiries.

6. TiUe

6.1 II is the mtention of theSeller and agreed by the Customer lhalowr1ership of the Goodsshall nol pass until:

(a) the Customer has paid all amounts owing for the par1icularGoods. and

(b) the CusIomer has met all other obligations due by the Customer to lhe Seller in respect of all comradsbetween the Sellerand the Customer.

6.2 Receipt by the Seller of any rorm of payment olher thancashshall notbe deemed to be payment untilIha!form of payment has been honoured, cleared or recognised and until then the Seller's ownership or righls in respect of the Goods shalt continue.

6.3 It is fur1her agreedthat:

(a) where pracllcablc the Goods shall be kepi separate and identifiable until the Seller shall have received payment and an other obljgallons of the Customer are met and

(b) until such lime as ownership of the Goods shaU pass from lhe Seller to the Customer the Seller may give notice in wriling to the Customer lo return the Goods or any of them to !he Seller. Upoo such notice the rights of the Customer to obtain ownership or any other interest in lhe Goods shall cease: and

(d) if the Cuslomer rails to return the Goods to the Seller then the Seller or the Seller's agent may enter upon and mto land and p,emises owned. occupied or used by the Customer. or any premises as the in'-'ltee of the Customer. where theGoodsare situated and lakePoS5essIon or the Goods: and

(e) the CusIomer is only a bailee of the Goads and until sueh lime as1he Seiter has received payment In full for Ille Goods then the Customer shallhold any proceeds from the sale or disposal or the Goods on trust ror the Seller. cu,d

(f) the Customer shell not deal with the money or the Seller in any way whieh may be adverse to lhe Setler:and

(g) the Customer shall not charge the Goods in any way nor grant nor olherwise give any inierest in the Goodswhile they remain the proper1y or lhe Seller.and

(h) the Seller can Issue proceedings to recover the Price of the Goods soid notwithstanding that ownership or the Goodsmay nol have passed to Lhe Customer. and

(i) untilSl.ld1 time thal ownership in lhe Goods passes to the Customer. if the Goods are con.,.erted In10 other products the partiesagree that the SeUer willbe theowner of the end prOducts.

7. Customer's Disclaimer

7.1 The Customer hereby disclaims any righlto resclf'ld. or cancel the contract or 10 sue ror damages or to claim restitution ariStng out of any misrepresentation made lo the Cuslome, by lhe Seller and the Customer aci..nowledges lhat the Goods are bought relying solely uponthe Cuslomer's skill and judgment

8. Defects

8.1 The Customer shall inspect the Goods on delivery and shall wllhin seven (7) days notiry the Seller of any alleged defeCI, sh011age in Quantity, damage or failure to comply with the description or quote. The Cu!ilorner shall affOfd the Seller an opportunity to inspect lhe Goods wilhin a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Cuslomer shall fail to comply with these provis.ons the Goods shall be pres1Jmed lo be free from anydefed or damage. For defeciive Goods, which the Seller has agreed In wriling that the Customer Is entiUed to reject, the Sellersliability is Hml!ed to eilher (at the Seller's discretion) replacing the Goods or repairing the Goods.

9. Returns

9.1 Relums willonly be accepted providedthat:

(a) the Customer has complied with the provisions or clause 8.1: and

(b) the Seller has agreed in writing to accept Ihe returnor the Goods: and

(d) the Seller willnotbeliable forGoodswhich havenot been stored or usedin a proper manner: and

(C) the Good5arc returned in \he condition m which lhey were dehvcreI and withall pacli:eg,ng matcf1at1 brochures and inslrucUon ma1eria1in as new condition as is reasonably possible in lhe circumstances.

9.2 The Sellerwillnolaccep1the retum of Goods for credit.

10. Warranty

10.1 Subject 10 the conditions of warranty set out in Clause 10.2 the Se!ler warrants that if any defect in any workmanship or the Seller becomes apparent and is reported to the Seller within lwelve (12) months of thedate or delivery (time being of the essence) then the Seller will either (al the seller's solediwelion) repair the defect or remedy the workmanship.

10.2 The conditions applicable to the warrantygiven by Clause 10.1 are:

(a) The warranty shallnot cover any defect or damage whicilmay be caused or partly e1used by or arise through:

(i) Failure on the pan of the CuSlomer to propefly maimain any Goods; or

(ii) Failure on the part of the Customer to fOIIO'N any instruciior'IS or guidelines provided by the Seller. or

(iii) Any use or any Goods otherwise than for any applica1ion specified on a quote or order form• or

(iv) The continued use or any Goods aner any defect becomes apparent or would have become apparent to a reasonably prudent operator or user:or

(v) Fair wear and tear. any accident or act of God.

(b) The warranty shallcease artd the Seller shall thereafter in noc.ircumstances t>e liable underthe terms or lhe warranty if the worlunanship is repaired, altered or ovemauled wrlhoul the Seller's consent.

(c) In respect of all claims the Seller shall not be liable to compensate the Customer for any delay in eilher replacing or repairing lhe workmanship/Goods or in property assessing the Customer's claim.

10.3 For Goods not manufactured by the Seller, !he warranty shall be the currenl warranly provided by the manufaelurer of the Goods. The Seller shall not be bound by nor responsible ror any term. concf;lion. representalion or warranty Olher lhan Ihat which is given by the manufacturer of the Goods.

11. Sale of Goods Act 1893 and Sale or Goods and Supply of Services Act 1980

11.1 This agreement is subject to the provisions oflhe Sale of Goods ACI 1893 and the Sale of Goods and Supply of Services Act 1980 in all cases except where the Customer is conlrading wllhin the terms of a trade/business (which cases are specifically exduded)

11.2 Notwilhs1anding clause, 1.1 nothing in this agreement is iniended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 (in par1icular seciions i2-15), or the Sale of Goods and Supply or Services Act 1980.or any laws or legislalion govemmg the rights of consumers. except to the ex1ent permitted by those Ads laws or legrslation.

11.3 In particular where the Cusiomer buys Goods as a consumer the pro1tisio11s of Clauses 8. 9 and 10 above shall be subject lo any la or leglslalion govem,ng the rights or coru;omer:s.

12. Intellectual Property

12.1 Where the Seller has des.gned. drawn or wriHen Goods for the Customer. thenlhe copyrighl in those designs and drawings shall remain vested In the Se1 Ier. and shall only be used by the Customer at the Seller's diwetion.

12.2 The Customer warranls that all designs or inslructions to lhe Seller will no! cause the Seller to Infringe any paten! registered de nortrademark in the execution or the Customer's order.

13. Default &Consequences Of Default

13.1 lnlerest on overdue invoices shall accrue from the date when paymeol becomes due daily unUI the dale of paymenl at a rateof 2.5% per calendar monlh and suchinterest shallcompoundmonlhly at suet, a rate aneras well as beforeany judgment

13.2 If the CuSlomer defaults in payment of any 1nvoiCe when due.the Customer shall Indemnify the Seller from and against all costs and dlsbursemenls incurred by the Seller in pursuing the debt fnduding legal coS1s on a solicitor and own client basis and the Sellers colleci>On agency costs.

13.3 Without prejudice to any olher rernedles lhe Seller may have. if at any time lhe Customer ts In breach of any obligation (including !hose relaling to payment), the Seller may suspend or termmate the supply of Goods to the Customer and any or its olher obligations under the terms end conditions. The Sener will not be liable 10 1he Customer for any loss or damage the Customer suffers because lhe Seller exercised ils rights under this clause.

13.4 If any account remains ol/erdue af\e1lhirty (30) days then an amount of the g,eater of €20.00 or i0.00% of the amount overdue (up to a maximum or €200) shall be levied for adm,n1sIration fees which sum shall become Immediately due and payable.

13.5 W!1hout prejudice to lhe Seller's other remedies at law the Seller shall be enlil\ed to cancel all or any pan of any order of the Customer whieh remains unpertormed in addition 10 and without preJudice to any otl\er remedies and all amounts owing to the Seiter shall. whe-lher or not due for payment, become immediately payable in the twenl that

(a) any monet payable to the Seller becomes overdue. or In the Se!ler's opinion !he CusIomer will be unable lo meet itspayments as they fall due: or

(b) Ille Customer become5 insolvent, convenes a meeting with its creditors or propases or enters into an arrangement withcredi1ors, or makes an a551gnment for the benefit or its creditors; or

(c) a receiver. manager, liquidator (provisional or otherwise) or similar person is appo,med in respect of the Customer or any assel of the Customer.

14. Security And Charge

14.1 Despite anylhiog to the contrary contained herein or any olherrighlswhichlhe Seller may have howsoever:

(a) where the Customer and/or the Guaranlor (if any) is the owner of land. reaNy or any oltier asset capable or being charged, both tfle Customer and/or the GuaranIor agree to mortgage and/or charge atl of their jmnt and/or several Imerest in 1he said land, realty or any other asset to the Seller or the Seller's nominee to secure all amounts and olher monelary obligations payable under the terms and condilions. The Customer and/or the Guarantor acknowledge and agree that the Seller or the SeUe(s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and o1her monelary obligations payable hereunder have been met.

(b) should the Seller elect lo proceed in any manner fn accordance with this clause and/or Its su ciauses. the Customer and/or Guarantor shall indemnify the Seller from and against all the Seller's sand disbursernenls including legal eosts on a solicitor and ownciienl basis.

(c) The Customer and/or the Guaranlor (if any) agree to irrevocably nominate constilule and appoInI the Seller or the SeUe's nominee as the Customer's and/or GuaranIot's lrue a!ld I.;wful attorney to perform al! necessary ads to giveeffeel to the provisions of this Clause i 4,..

15. Cancellation

15.1 The Seller may cancel these lerms and condilions or cancel delivery of Goods at any lime befOfe the Goods are delivered by giving written 11otice. On giving such. notice the Seller shall repay to the Customer any sums paid in resped or the Price. The Seller shall not be liable for any IOS.S or damage whatever arising from such cance!lalion.

15.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by !he Seller(induding, but not limited lo. anylossof p,orrts) up to the limeof cancdalion.

16. Data Proleclion Act 1988& DataProtection Act 2003

16.1 The Customer and the GuaranIorts (if separate to the Customer) authotises the Seller to:

(a) collect, retain and use any information about the Co 1omer, for the purpose of assess,ng the Customer's creditworthiness or marketing products and serv,ces to the Customer: and

(b) to dlSciose inforrnalion about tile Customer, whether colleded by the Seller from lhe Customer directly or obtained by the Seller rrOfTl any ottier SOurce. lo any olher eedil provider or any Ctedit reporting agency for the purposes of providing or obtatn1ng a credU reference. debt collectlon or of llsling (whellier before or after Judgement) a default by the Customer on publidy accessible credil ,eportlng daiabases.

16.2 \Nhere the Customer is an lndiYidual the authorities under (clause 16.1) are authorities or consents for the purposes or the Data Protection Act 1986 & Data Protection Act 2003.

16.3 The Customer shall have the right to request the Seller for a copy or the information about the Customer retained by the Seller and the rightto request the Seifer to correct any incorrect 1nf0fTTlalion aboul the Cusiomer held by the Seller.

17. Unpaid Seller's Rights

17.1 Where the Customer has left ar1y item with lhe Seller for repair. modification. exchange or for the Seller to perf0tm any olher Service in relation to lhe item and the Seller has nol received or been Iendered the whole of lhe Price. or the paymenr has been dishonoured, the Seller shallhave:

(a) a lien onlhe item:

(b) the right to retamthe item for the Price whilethe Selleris in possession of the item:

17.2 The lien of the SelJer shall continue despite the commencemenl or proceedings, or judgment for lhe Price haviogbeen obtained.

18. General

18.1 lf any pmvision of these terrns and conditions shall be invalid. void. illegal or w,enfo,ceable the validity, existence. legality and enforceability of the rernairnng pro.,.tsions shall not be affected. preJudiced or impaired.

18.2 These temis andconditions and any contract to which they apply shall be governed by Lhe Jaws of Ireland and are subject to the jurisdic:Uon of lhe courts or Ireland.

18.3 The Seller shall be under no liability whatever to the Customer ror any indired. loss and/or expense (including loss of prnfil)suffered by the CusIomer arising out of abreach by !he Setler of these Iem,s andcondilions.

18.4 ln the event of any breach of this coolract by the Seller !he remedies of the CuSlomer shall be llmiled lo damages. Under no circumstaoce.s shall the hability of the Seller exceed the Price of the Goods.

18.5 The Customer shall not be entitled to set off against or deduct rron, the Price any sums owed or claimed to be owed to the Customer by the Seller.

18.6 The Seller may license or su ontrad all or anypart of its lights and obligations wilhout the Customer's consent.

18.7 The Setter n:seNC$ the t'iglll to rc,11ew lhesc teITTlSand conditJ0m1at any time. tf, f0Uowln9 any $uch rev'ieYi, there is to be any change to these terms and conditions. ther, that change 'Nill take effect from the dale on which the Seller nolifies the Cus'.omer of such change. Except where lhe Seller supplies fur'1her Goods to the Customer and the Customer accepts such Goods. the Customer shall be under no obligalioo to accept such changes.

18.8 Neither party shall be liable for any default due to any act of God war, lerrorism. slrike. lock out, lndusltfal action fire. flood. drought, stormor other event beyond the reasonable conIrol of either party.