Terms and Conditions

General

Transactions for the supply of products and services by Midland Tyre Services Limited ("Midland") shall be exclusively and definitely governed by these general terms and conditions of sale, which are deemed read, understood and unconditionally accepted by a Customer ("Customer") upon Customer's receipt of Midland's order confirmation or issuing of invoice for same, whichever is the earlier. These general terms and conditions of sale shall apply to the exclusion of any conflicting terms and conditions of the Customer. Midland reserves the right to vary these general terms from time to time by written notice to the Customer.

Offer & Acceptance

Price lists for the products of Midland are available to Customers upon request. Purchase orders shall only be deemed accepted by Midland upon and in accordance with Midland's order confirmation (or other written acceptance).

Retention of Title

Ownership of the products shall not pass to the Customer until Midland has received in full (in cash or cleared funds) all sums due to it in respect of: (i) the products; and (ii) all other sums which are or which become due to Midland from the Customer on any account. Until ownership of the products has passed to the Customer, the Customer shall: (i) hold the products on a fiduciary basis as Midland's bailee; (ii) store the products (at no cost to Midland) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Midland's property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the products; and (iv) maintain the products in satisfactory condition and keep them insured on Midland's behalf for their full price against all risks to the reasonable satisfaction of Midland. On request the Customer shall produce the policy of insurance to Midland.

Delivery Terms

Unless otherwise agreed, products will be delivered to an address of the Customer within the Republic of Ireland and shall be deemed delivered when made available for unloading at the Customer's address. Following delivery of the products unless the Customer notifies Midland within 5 days of any discrepancies in the products received all the products ordered as stated on the delivery note shall be deemed to have been delivered. Delivery dates are estimates only and shall never be legally binding upon Midland, unless otherwise agreed in writing by Midland. Absent firm delivery dates, delays in delivery do not entitle Customer to refuse acceptance of the products, terminate, cancel or rescind the order, or to claim damages therefrom. In the event Customer does not take the products in time, Midland shall be entitled to charge Customer with 100% of the agreed purchase price, together with any costs incurred by Midland resulting from Customer's failure or delay in accepting delivery, including, but not limited to, transport, demurrage and labour costs.

Passing of Risks

Except as otherwise agreed in writing by Midland, risk of loss or deterioration of the products supplied hereunder shall pass from Midland to Customer upon such products been delivered or ready to be delivered should effective delivery be prevented by the Customer's acts of omissions, whichever is the earlier.

Payment Terms & Penalties

Standard payment terms applicable to all Midland's products are 30 days from the date of invoice, unless otherwise agreed in writing or stated in a specific contract. Payments are to be made by bank transfer to Midland's designated bank account. If payment is not received within the due date, Midland may apply late payment charges without prior notice to Customer on any outstanding balance at a rate equal to European Central Bank main refinancing rate plus seven (7) percentage points as well as charge Customer liquidated damages of 250 EUR per late payment occurrence representing Midland's related administrative costs. Midland further reserves the right to suspend the delivery in respect of any outstanding order from Customer until such payment has been received. Midland also reserves the right to suspend delivery of, or cancel, an order if is has reasonable grounds for doubting the Customers ability to make future payments on a timely basis. Midland reserves the right to demand payment in advance in such circumstances.

Invoice queries

The Customer shall notify Midland of any invoice queries or disputes within 14 days of the date of such invoice failing which the Customer shall be deemed to have accepted such invoices at the end of this 14-day period. Customer shall not be entitled to the benefit of any set off to which he might otherwise be entitled in law or in equity, except that the Customer may withhold an amount, certified in advance in writing by Midland, being an amount that is subject to a genuine dispute between Customer and Midland.

Cancellation

Midland reserves the right to cancel any accepted purchase order immediately in the event Customer breaches one of its material obligations under that accepted purchase order, and does not remedy the same within thirty (30) calendar days after notice of such breach sent by registered letter to Customer's address, without prejudice to any damages that Midland could claim in contract, tort or otherwise.

Force Majeure

Strikes, whether internal or external to Midland, floods and fires, pandemics, war, riots, transport disruptions or stoppages, shortage of raw materials or energy sources, significant accident affecting sub-contracted production, receivership or compulsory liquidation of subcontractors, accident of any kind, governmental decisions affecting the manufacture or storage of products and, in more general terms, any event unforeseeable at the time of order confirmation and outside the control of Midland which prevents the manufacture, shipment or delivery of products to Customer or the provision of services, shall constitute cases of force majeure which authorize Midland to either suspend or eliminate the corresponding quantities of products from Customer's confirmed order without any liability to Midland.

Data Protection

The Customer shall not supply any personal data of any person to Midland without securing such person's express, informed consent to such supply and to Midland processing such personal data for the purposes of performing its obligations under these terms and conditions.

Dealing with Rights under the Contract

Midland may assign or sub-contract any of its rights or obligations under an order, may delegate performance of any of its obligations under the order to any agent, employee or contractor and may charge or otherwise deal in any way whatsoever with any of its rights under the order. The Customer may not assign, sub-contract, delegate, share, charge or otherwise deal with any of its rights under the order and may not so deal with any of its obligations under the order.

Cumulative Rights

The rights and remedies provided to the Midland by these terms are cumulative and are not exclusive of any rights or remedies otherwise available to it under statute or common law. To the fullest extent permitted by the law, the rights and remedies provided to the Customer by these terms are the only rights and remedies of the Customer.

Severability

If any provision of these terms shall be found, by any court or administrative body of competent jurisdiction, to be void, invalid or unenforceable, the voidance, invalidity or unenforceability of such provision shall not affect the other provisions of these terms and all provisions not so affected shall remain in full force and effect to the extent this shall be lawful and commercially viable for Midland.

Waiver

Failure by Midland to exercise or enforce any of its rights under or in connection with these terms, including delay in submitting any invoice or demanding any payment, shall not be deemed to be a waiver of such rights or a bar on the exercise or enforcement of such right subsequently. No provision of these terms shall be treated as being waived by Midland unless such waiver is in writing signed by Midland.

Applicable Law & Competent Jurisdiction

These terms and conditions of sale as well as the relating transaction(s) between Midland Tyres Limited and Customer shall be governed by and construed in accordance with the laws of the Republic of Ireland; Conflict of law rules as well as the application of the Convention of the United Nation on International Sales Contracts done in Vienna on the 11th of April 1980 are hereby specifically excluded. Exclusive jurisdiction is assigned to the Irish courts.