SHAVER INDUSTRIES INC.

STANDARD TERMS AND CONDITIONS OF SALE

This Agreement contains the terms and conditions that apply to your purchase(s) from Shaver Industries Inc (“Shaver”). By placing an order with Shaver, you (the customer) agree to be bound by these terms and conditions unless you provide Shaver Industries written notice of non-acceptance within twenty- four hours after receiving this Agreement and an officer of Shaver Industries confirms acceptance in writing. 1. Other Documents – This Agreement may NOT be supplemented or amended by the use of any other document(s).

  1. Any attempt to supplement or amend this Agreement or to enter an order for product(s) or services that are subject to additional or altered terms and conditions will be null and void. Shaver acceptance of an order which purports to be subject to additional or altered terms and conditions will not be construed as assent to those terms and conditions nor as a waiver of any of the terms and conditions of this Agreement.
  2. Governing Law – This agreement and any sales there under are to be governed by the laws of the Province of Ontario.
  3. Payment Terms – There is a minimum billing of $60.00. You must make payment to Shaver Industries in the amount set forth in the invoice(s). Terms of payment are within Shaver’s sole discretion, and unless otherwise agreed to by Shaver, payment in full must be received by Shaver within thirty (30) days from the date Shaver ships or otherwise delivers the Products. Shaver may invoice parts of an order separately. Shaver retains a purchase money security interest in the Products to secure any balance owing. Payment by Visa or MasterCard is accepted provided it is approved by Shaver at the time a purchase order is received. There will be an additional surcharge of 3% added to the invoice.
  4. A deposit of 50% is required on custom orders over $4000 with the balance due Net 30 days after shipping upon credit approval.
  5. Interest -You agree to pay interest on all past-due sums at the rate of 1.5% per month (18% annually) from date of shipment and agree to pay all costs of collection incurred by Shaver, including but not limited to court costs, attorney’s fees and collection agency fees. Failure to make payment in full on or before the due date will be deemed a material breach of this agreement and will be cause for the immediate termination of this agreement at Shaver’s option. Failure to pay in full on or before the due date will void all warranties. You may not make changes to product design specifications, quantities, delivery dates, or other material aspects or the Order without Shaver’s express written consent. Shaver reserves the right to amend prices an amount equivalent to any changes or modifications requested by you.
  6. All shipments will be F.O.B. Shaver’s factory unless otherwise specified. Title and risk of loss
    passes to you on shipment from Shaver’s facility.
  7. All Products will be installed by you at your expense. Separate charges for shipping and handling
    will be shown on Shaver’s invoice(s).
  8. Shaver is required to charge applicable provincial and federal tax on every item for which sales tax exemption certification has not been provided. If applicable, a separate charge for taxes will be shown on Shaver’s invoice. If Shaver is required to pay any such tax, fee or a charge at the time of sale or thereafter, Shaver will invoice you and you will reimburse Shaver therefor.
  9. Shaver Reliance on Information Provided by You. Shaver will be entitled to rely on the accuracy and completeness of information furnished by you. You expressly acknowledge that Shaver is not in the business or profession of supplying information for the guidance of others in their business transactions. Shaver will not be liable for any problems caused by the inaccuracy or incompleteness of information furnished by you.
  10. Any building permits required are the responsibility of the customer as each region has varying bylaws and building codes. Any additional charges or upgrades to the above quoted items as a result of local building codes may result in additional costs and would need to be quoted separately as requested by the customer.
  11. Proprietary Rights -Shaver’s designs, specifications, documentation, inventions, prototypes, concepts, technologies and other information about its products or processes in whatever form (including that which may be embodied in products or services provided) is Shaver’s proprietary property (“proprietary information”). All applicable rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights associated with the proprietary information will be and will remain in Shaver, regardless of whether such rights pertain to products developed for you. You agree to keep confidential proprietary information that is not in the public domain.
  12. Limited Warranty. Shaver warrants that, for a period of one (1) year from the date Shaver ships or otherwise delivers the Products to you (the “Warranty Period”), the Products manufactured by Shaver will be free of material defect in workmanship under normal use, provided that you notify Shaver of the defect during the Warranty Period and within thirty (30) days from the date you discover or in the exercise of due diligence should have discovered the defect. If a Product manufactured by Shaver is defective and notice has been given as provided above, Shaver’s sole obligation under this warranty is to repair or replace, at Shaver’s sole option, any components found after inspection by Shaver to be defective. Alternatively Shaver may at its sole option instead elect to refund the purchase price paid for the defective product. If Shaver elects to replace a component, such replacement will not extend the life of this warranty. Regardless of when the replacement component was supplied, this limited warranty will end one (1) year from the date Shaver first shipped or otherwise delivered the original Product. All warranty work must be done at Shaver’s factory. You must return products to Shaver with shipment prepaid for inspection and repair. Shaver will not accept any charges for work performed by you or a third party unless Shaver has authorized such work in writing. Your failure to pay the purchase price in full by the due date will void all warranties for such products.
  13. Limitation of Liability. The warranty stated in Section 11 is a limited warranty and is the only warranty made by Shaver. The limited remedies provided under these terms and conditions are enforceable notwithstanding and regardless of whether such limited remedies are deemed to fail in its essential purpose. Shaver does not make and you expressly waive any other warranties express or implied, including without limitation all warranties of merchantability or fitness for a particular purpose. Shaver will have no liability for lost profits or direct, consequential, exemplary, incidental or punitive damages even if it has been advised of the possibility of such damages. In any event the liability of Shaver for any reason and upon any cause of action will be limited to (A) repair, (B) replacement or (C) refund of the amount of the purchase price previously paid to Shaver by you for the specific products in question, as Shaver will select in its sole discretion. Shaver disclaims any liability for product defect claims that are due to improper installation, improper repair or maintenance by you or a third party, product misuse, improper product selection or misapplication. Components purchased by Shaver from a third party carry only their standard manufacturer’s warranty. No action arising out of this agreement will be brought more than one year after such cause of action accrues. A cause of action for breach of this agreement accrues when the breach occurs whether or not you are aware of the breach at that time. This reduced statute of limitations period is established by mutual agreement of the parties. 588 Colby Drive N2V 1A2 CA Company Address Company Phone (519) 894- 4800
  14. Acceptance -Your retention of Products for 30 days after receipt constitutes irrevocable acceptance and a waiver of any right of action you may have for non-conformity unless you notify Shaver of a specific non-conformity within that time period. The failure by Shaver to enforce at any time any of the provisions of this contract, or to exercise any election or option provided herein, will in no way be construed as a waiver of such provisions, options, or the right of Shaver thereafter to enforce each and every provision.
  15. Termination – Shaver may terminate this Agreement upon five (5) days written notice to you upon: (A) violation or breach by you or your agents or employees of any provision of the Agreement; (B) the termination of your business; (C) your voluntary or involuntary filing of bankruptcy or similar proceeding; or (D) your becoming insolvent or making any assignment for the benefit of creditors.
  16. Cancellation of Orders/Extension of Delivery Date. Products may not be returned without Shaver’s written consent. Due to the special design of the products, orders cannot be canceled by you in whole or in part without the written consent of Shaver. You cannot extend the delivery date more than three (3) months beyond the original delivery date without Shaver’s written consent. If Shaver consents to an extension or cancellation, you will be invoiced for the prorated price of the products representing all labour completed on the project, materials and purchases allocated to the project, any return/restocking costs, commitments made by Shaver for purchased components and materials, and any other costs incurred. Shaver is not required to attempt to resell the products.
  17. Miscellaneous – Section headings are for convenience only and do not form a part of the terms and conditions. If a court deems any part of this Agreement invalid, the remaining provisions will remain in full force and effect. Shaver will not be liable for delay resulting in whole or in part from Acts of God, labour disruptions, shortages, weather conditions, or any other circumstances beyond Shaver’s control. The Province of Ontario, Region of Waterloo will have exclusive jurisdiction and venue over any dispute arising out of this Agreement and sale and you consent thereto.

SHAVER INDUSTRIES INC.

STANDARD TERMS AND CONDITIONS OF SALE

The Customer’s attention is drawn in particular to the provisions of Clause 8.

  1. INTERPRETATION

      • 1.1 Definitions:
        • “Business Day” shall be construed as a reference to a day (other than a Saturday or Sunday) on which the banks are generally open for business in Ireland;
        • “Business Hours” means the period from 9am to 5pm on any Business Day;
        • “Carrier” shall have the meaning given to it in Clause 1;
        • “Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with Clause 3;
        • “Contract” means the contract between Shaver and the Customer for the sale and purchase of Products in accordance with these Conditions (and includes, in the case of a Shaver Distributor, the Shaver Distribution Agreement, and, in all cases, the relevant Order and Order Confirmation);
        • “Customer” means the person or firm who purchases the Products from Shaver;
        • “Force Majeure Event” means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; an act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), terrorist attack, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; law, judgment, order, decree, embargo, blockade; any collapse of a building, fire, explosion or accident; any labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service; any outbreak of disease including but not limited to any epidemic or pandemic; any failure or delay of suppliers or subcontractors of the party claiming “Event of Force Majeure”) or any other event or circumstances beyond the reasonable control of the party claiming “Event of Force Majeure”;
        • “Incoterms” means the year 2020 revision of the international contract terms published by the International Chamber of Commerce in Paris (as may be revised, updated or replaced from time to time);
        • “Order” means the Customer’s order for the Products, as set out in in a purchase order issued by the Customer, an Order Form, the Customer’s written acceptance of Shaver’s quotation, or otherwise in a form reasonably understood to constitute an order for Products, as the case may be;
        • “Order Confirmation” means an email order confirmation sent by Shaver to the Customer, agreeing to fulfil an Order on the terms of the Contract;
        • “Order Form” means an order form, in Shaver’s standard form, sent by the Customer to Shaver, requesting the supply of Products or confirming an oral order for Products;
        • “Products” means the Shaver products (or any part of them) set out in the Order;
        • “Specification” means any specification for the Products, including any related plans and drawings, that is agreed in writing between the Customer and Shaver prior to the Order being submitted;
        • “Shaver” means SHAVER INDUSTRIES INC., a company incorporated under the laws of the province of Ontario, Canada with registered number 1000420510, having its head office at 588 Colby Dr Waterloo, Ontario, Canada N2A 1V2;
        • “Shaver Distribution Agreement” means the written distribution agreement in place between Shaver and a Shaver Distributor from time to time;
        • “Shaver Distributor” means a Customer who has been duly appointed by Shaver as an authorised distributor of the Products in a particular territory pursuant to the terms of a Shaver Distribution Agreement; and
        • “Warranty Period” has the meaning given to it in Clause 1.
    • 1.2 Definitions:
      1. the singular shall include the plural and vice versa;
      2. a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;
      3. a person includes that person’s legal personal representatives, successors and permitted assigns;
      4. time shall be construed by reference to whatever time may from time to time be in force in Ireland;
      5. any agreement document or instrument is to the same as amended, novated, modified, supplemented or replaced from time to time;
      6. a clause or other provision is a reference to a clause or provision of these Conditions, and any reference to a sub provision is, unless otherwise stated, a reference to a sub provision of the provision in which the reference appears;
      7. ‘including’ means comprising, but not by way of limitation to any class, list or category;
      8. a law includes any provision of any constitution, statute, statutory instrument, order, by-law, directive, regulation or decision of any governmental entity and any judicial or administrative interpretation of any of the foregoing, in each case, as amended, revised, modified or replaced from time to time;
      9. any Irish legal or accounting term for any action, remedy, method of judicial proceeding, insolvency proceeding, event of incapacity, legal or accounting document, legal or accounting status, court, governmental or administrative authority or agency, accounting body, official or any legal or accounting concept practice or principle or thing shall in respect of any jurisdiction other than Ireland be deemed to include what most approximates in that jurisdiction to the Irish legal or accounting term concerned; and
      10. ‘writing’ shall include a reference to any electronic mode of representing or reproducing words in visible form excluding the short messaging system or the multimedia messaging system.

  2. BASIS OF CONTRACT (INCLUDING TO SHAVER DISTRIBUTORS)

    • 2.1 Application:
      1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which may otherwise be implied by law, trade custom, practice or course of dealing (which, for the avoidance of doubt, are excluded in accordance with Clause 6.8).
      2. In the event that the Customer is a Shaver Distributor, these Conditions apply to the Contract in addition to the terms and conditions of the Shaver Distribution Agreement. Where any provision of these Conditions is inconsistent with any term(s) and/or condition(s) of the Shaver Distribution Agreement, the provisions of the Shaver Distribution Agreement shall prevail unless expressly stated therein.
    • 2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions (and, in the case of a Shaver Distributor, on the terms and subject to the conditions of the Shaver Distribution Agreement). The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
    • 2.3 The Order shall only be deemed to be accepted when Shaver issues a written acceptance of the Order (including by way of an Order Confirmation), at which point and on which date the Contract shall come into existence.
    • 2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with any term of the Contract.
    • 2.5 Any samples, drawings, descriptive matter or advertising produced by Shaver and any descriptions or illustrations contained in Shaver’s catalogues or brochures or on Shaver’s website are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
    • 2.6 A quotation for the Products given by Shaver shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue.
    • 2.7 Shaver reserves the right to require that a deposit be paid by the Customer in respect of any Order for Product(s) prior to such Order being accepted by it. Where payment of such deposit is required, no Contract shall come into existence until such time as the deposit is received in full by Shaver.

  3. PRODUCTS

    • 3.1 The Products are described in Shaver’s catalogue, as modified by any applicable Specification (to the extent applicable).
    • 3.2 The Customer shall indemnify Shaver against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Shaver in connection with any claim made against Shaver for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Shaver’s use of any Specification. This Clause 3.2 shall survive termination of the Contract.
    • 3.3 Shaver reserves the right to amend any Specification if required by any applicable statutory or regulatory requirement, and Shaver shall notify the Customer in any such event.

  4. ORDERS

    • 4.1 When the Customer wishes to place an Order, it shall submit an Order to Shaver. Oral Orders shall be confirmed by a written Order (bearing the additional words “confirmation of oral order”) within two Business Days.
    • 4.2 Each Order shall be deemed to be a separate offer by the Customer to buy Products on the terms of the Contract, which Shaver shall be free to accept or decline at its absolute discretion. No Order shall be deemed to be accepted by Shaver until it issues an Order Confirmation or (if earlier) Shaver delivers the Products the subject of the Order to the Customer.
    • 4.3 Shaver may, at its sole and absolute discretion, accept amendments to or cancellations of an Order after acceptance. Save where Shaver so agrees in accordance with this Clause, once submitted Orders are binding and non-cancellable.
    • 4.4 Shaver shall be free to refuse an Order, in whole or in part, if:
      1. the Customer has exceeded such credit limit as may be stipulated by Shaver in its sole and absolute discretion from time to time; or
      2. if there is then outstanding and overdue any amount payable by the Customer to Shaver under the Contract.

  5. DELIVERY, RISK AND TITLE

    • 5.1 Upon receipt and confirmation of an Order, Shaver shall inform the Customer of the estimated delivery date as soon as practicable. Shaver shall use all reasonable endeavours to meet the delivery date but time of delivery shall not be of the essence and accordingly, Shaver shall have no liability to the Customer for any delays in delivery. All units of the Products shall be delivered by Shaver to the Customer using the shipping and logistics partners agreed between the Customer and Shaver (each a “Carrier”).
    • 5.2 Shaver shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, any relevant Shaver reference number(s), the type and quantity of the Products (including the code number of the Products, where applicable), and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
    • 5.3 Unless otherwise specified in writing (or otherwise required by the Carrier), all units of the Products shall be delivered:
      1. in accordance with Incoterms:
        1. Carriage Paid To/CPT (meaning that Shaver delivers the goods to the Carrier(s) at an agreed place (if any such place is agreed between parties) and that Shaver shall contract for and pay the costs of carriage necessary to bring the goods to the named place of destination (with costs of carriage being charged back to the Customer by Shaver)); or
        2. Delivered Duty Paid/DDP (meaning that Shaver delivers the Products to the Customer when the Products are placed at the disposal of the Customer, cleared for import, on the arriving means of transport provided by the Carrier, ready for unloading, at the named place of destination),
          at Shaver’s sole discretion (as specified in the Order Confirmation or otherwise notified in writing by Shaver to the Customer), and all delivery terms shall be defined as per Incoterms; or
      2. by way of the Customer collecting the Products from such location as may be advised by Shaver prior to delivery within three Business Days of Shaver notifying the Customer that the Products are ready.

      The method of delivery applicable to an accepted Order shall in each case be notified by Shaver to the Customer in advance of arrangement.

    • 5.4 Risk in the Products shall pass to the Customer:
        1. in accordance with Incoterms (in the event of delivery in accordance with Clause 5.3(a)); or
        2. on collection (in the event of delivery in accordance with Clause 5.3(c)),

      in each case as applicable.

    • 5.5 Title to the Products shall not pass to the Customer until the earlier of:
      1. Shaver receives payment in full (in cash or cleared funds) for the Products, in which case title to the Products shall pass at the time of payment; and
      2. in the event that the Customer is a Shaver Distributor, the Customer distributes and resells the Products, in which case title to the Products shall pass to the Customer at the time specified in Clause 5.7.
    • 5.6 Until title to the Products has passed to the Customer, the Customer shall:
      1. store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Shaver’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
      3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify Shaver immediately if it becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d); and
      5. give Shaver such information as Shaver may reasonably require from time to time relating to:
        1. the Products; and
        2. the ongoing financial position of the Customer.
    • 5.7 Subject to Clause 5.8, the Customer may: (i) distribute and resell (solely in the event that the Customer is a Shaver Distributor, and in such circumstances in accordance with the terms and subject to the conditions of the applicable Shaver Distribution Agreement); or (ii) use the Products in the ordinary course of its business (but not otherwise), in each case before Shaver receives payment for the Products. However, if the Customer distributes and resells the Products before that time:
      1. it does so as principal and not as Shaver’s agent and in accordance with the terms and subject to the conditions of the Shaver Distribution Agreement; and
      2. title to the Products shall pass from Shaver to the Customer immediately before the time at which distribution and resale by the Customer occurs.
    • 5.8 At any time before title to the Products passes to the Customer, Shaver may:
      1. by notice in writing, terminate the Customer’s right under Clause 5.7 to use them in the ordinary course of its business;
      2. in the event that the Customer is a Shaver Distributor, terminate the Customer’s right to distribute and resell the Products in the manner provided for under the Shaver Distribution Agreement; and/or
      3. require the Customer to deliver up all Products in its possession (that have not been distributed and resold, if applicable) and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
    • 5.9 If Shaver fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. Shaver shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an Event of Force Majeure or the Customer’s failure to provide Shaver with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    • 5.10 If the Customer fails to take or accept delivery of the Products within three Business Days of delivery being attempted or Shaver notifying the Customer that the Products are ready (as applicable), then, except where such failure or delay is caused by an Event of Force Majeure or Shaver’s failure to comply with its obligations under the Contract in respect of the Products:
      1. delivery of the Products shall be deemed to have been completed at 9am on the third Business Day after the day on which Shaver notified the Customer that the Products were ready; and
      2. to the extent applicable, Shaver shall store the Products until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    • 5.11 Shaver may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    • 5.12 Unless otherwise agreed between Shaver and the Customer in writing (including, without limitation, in, or in accordance with, an applicable Shaver Distribution Agreement), it is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or governmental and other authorities relating to the possession, use, import, export or distribution and resale of the Products. It is the Customer’s responsibility to ensure that no Products are imported in violation of the laws of any jurisdiction into or through which the Products are transported during the course of reaching the delivery point. Where necessary, the Customer shall inform Shaver at a reasonable time before delivery of any documents which it is necessary for Shaver to provide in order to allow import of the Products in compliance with the laws of any relevant jurisdiction. The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by Shaver, shall make those licences and consents available to Shaver prior to the relevant shipment.

  6. QUALITY

    • 6.1 Shaver warrants that on delivery, and for a period of 12 months from the date of delivery (the “Warranty Period”), the Products shall:
      1. conform in all material respects with their description or, if applicable, the Specification; and
      2. be free from material defects in design, material and workmanship.
    • 6.2 The Customer shall, within three Business Days of the arrival of each delivery of Products, give written notice of rejection to Shaver on account of any defect by reason of which the Customer alleges that some or all of the Products do not comply with the warranty set out in Clause 6.1 and which was apparent on reasonable inspection. If the Customer fails to give any notice as specified in this Clause then, except in respect of and defect which is not one which would be apparent on reasonable inspection, the Products shall be conclusively presumed to comply with the warranty set out in Clause 6.1 and Shaver shall have no liability to the Customer (except in relation to liability for latent or subsequently arising defects (within the Warranty Period)).
    • 6.3 If the Customer alleges that some or all of the Products do not comply with the warranty set out in Clause 6.1 at any other time during the Warranty Period, it shall, if so requested by Shaver, return the relevant Products (unaltered and unrepaired) to Shaver for inspection as soon as possible and at the Customer’s own risk and expense. Shaver shall, at its option, repair or replace the defective Products (or any defective component thereof) or refund the price of the defective Products in full. If Shaver elects to replace a Product/a component thereof, such replacement will not extend the life of warranty set out in Clause 6.1.
    • 6.4 It is strongly recommended that all Products be counted and inspected before they are accepted. Any damages or shortages should be documented on the delivery note. In the event that the Customer is responsible for arranging carriage with the Carrier, the Customer shall be responsible for filing freight claims with the Carrier and shall contact the Carrier immediately to file a claim. The Customer shall keep all original packaging and take pictures of the damaged Products whenever possible.
    • 6.5 Shaver shall not be liable for a Product’s failure to comply with the warranty set out in Clause 6.1 if:
      1. the Customer makes any further use of such Products after giving notice in accordance with Clause 6.2 or Clause 6.3;
      2. the defect arises because the Customer failed to follow Shaver’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Products or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of Shaver following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or repairs such Products without the written consent of Shaver;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      6. the Products differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    • 6.6 Except as provided in this Clause 6, Shaver shall have no liability to the Customer in respect of a Product’s failure to comply with the warranty set out in Clause 6.1.
    • 6.7 The Customer’s failure to pay the purchase price in full by the due date will, unless otherwise agreed by Shaver in writing, void the warranty set out in Clause 6.1.
    • 6.8 The terms of these Conditions are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, of any goods and/or services (except for those arising under Section 12 of the Sale of Goods Act 1893, if any) which might but for this Clause have effect between Shaver and the Customer or would otherwise be implied or incorporated into these Conditions or any collateral contract, whether by statute, common law or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care, and further including, without limitation, the Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980 of Ireland, the Sale of Goods Act 1979 and their respective equivalents in any jurisdiction relevant to the Customer), all of which are hereby excluded.
    • 6.9 These Conditions shall apply to any repaired or replacement Products supplied by Shaver.
    • 6.10 Components purchased by Shaver from a third party carry only their standard manufacturer’s warranty.
    • 6.11 Requests to return any Products must be made to the Customer’s primary point of contact in Shaver in the first instance. Products may not be returned without Shaver’s written consent, and any return shall be deemed to be accompanied by a warranty from the Customer that the Product(s) in question remain of merchantable quality and in a fit state for resale. If Shaver determines, at its sole discretion but acting reasonably, that the Product(s) so returned are not of merchantable quality and in a fit state for resale, the purchase price paid in respect of such Product(s) shall not be refunded by it. Unauthorised return of Products, or Products returned by collect freight, shall be refused. All returned Products will be assessed and shall, if accepted, be subject to a restocking charge of up to 25% of the price paid. Freight/shipping costs must be prepaid by the Customer. Returns may be made up to 20 Business Days after the original date of delivery.

  7. PRICE AND PAYMENT

    • 7.1 The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in Shaver’s published price list in force as at the date of delivery.
    • 7.2 All amounts and prices stated or referred to in these Conditions:
      1. shall be invoiced by Shaver to the Customer on or at any time after shipping of the relevant Products;
      2. shall be payable in the currency specified in the invoice;
      3. shall be paid by:
        1. electronic funds transfer to such bank account of Shaver as it may specify in the invoice; or
        2. in such other manner as the parties may agree from time to time,
          within 30 (thirty) days of the date of the invoice from Shaver (or in accordance with any credit terms agreed by Shaver and confirmed in writing to the Customer), and time for payment shall be of the essence to the Contract;
      4. (d) unless otherwise stated in the invoice, exclude the costs and charges of packaging, insurance and transport of the Products, which shall be discharged in accordance with the Incoterms rules applied to the delivery in question (and, if discharged by Shaver in the first instance, invoiced by Shaver to the Customer);
      5. are non-cancellable and non-refundable;
      6. are exclusive of value added tax, which (if applicable) shall be added to Shaver’s invoice(s) at the appropriate rate;
      7. shall not be reduced by any right of set-off or counterclaim, recoupment, defence or other right which the Customer may have, whether in connection with the Contract or otherwise; and
      8. shall be free of all withholdings of whatsoever nature except to the extent otherwise required by law, and if any withholding is so required, the Customer shall pay to Shaver an additional amount such that after deduction of all amounts required to be withheld, the net amount actually received by Shaver shall equal the amount which Shaver would have received if the relevant withholding had not been required.
    • 7.3 Shaver may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
      1. any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
      2. any delay caused by any instructions of the Customer or failure of the Customer to give Shaver adequate or accurate information or instructions.
    • 7.4 If the Customer fails to pay any amount payable under the Contract by the due date, the Customer will pay to Shaver on demand from time to time interest thereon (both before and after judgement), from the due date to the date of payment in full, at the rate of per cent per annum as may be specified from time to time pursuant to the regulation 5 of the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012) as transposed or applied in the jurisdiction of the Customer or, in the case of the UK, the Late Payment of Commercial Debts (Interest) Act 1998. All such interest shall accrue from day to day and shall be compounded quarterly.

  8. LIMITATION OF LIABILITY

    • 8.1 The limits and exclusions in this Clause 8 reflect the insurance cover Shaver has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability. Shaver shall effect and maintain general liability insurance in such indemnity amounts and subject to such elements of self-insurance as would be affected and maintained by a goods manufacturer in the position of Shaver.
    • 8.2 References to liability in this Clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • 8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability:
      1. under the tort of deceit;
      2. for death or personal injury caused by negligence;
      3. for fraud or fraudulent misrepresentation;
      4. for any breach of an obligation implied by Section 12 of the Sale of Goods Act 1893 of Ireland (if any) or by Section 12 of the Sale of Products Act 1979 of the UK (or their respective equivalents in any other relevant jurisdiction (if any));
      5. for defective products under the Consumer Protection Act 1987 of the UK; or
      6. any other liability to the extent that, under applicable law, it cannot be excluded or limited.
    • 8.4 Subject to Clause 8.3, to the extent Shaver’s liability in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation to any Products or other goods or services supplied under these Conditions or the supply or non-supply or purported supply or delay in supply of any Products or other goods or services under these Conditions or otherwise out of or in connection with or in relation to these Conditions or any transaction or matter contemplated by them is not covered by any of the insurances effected by Shaver pursuant to Clause 8.1, Shaver’s total liability to the Customer shall be limited to the amount actually paid for the Products or other goods or services, in aggregate or for any one event or series of connected events.
    • 8.5 Subject to Clause 8.3, the following types of loss are wholly excluded:
      1. loss of profits (actual or anticipated);
      2. loss of revenue;
      3. loss of sales or business;
      4. loss of agreements or contracts;
      5. loss of anticipated savings;
      6. loss of business;
      7. loss of opportunity;
      8. loss of goodwill;
      9. loss of reputation;
      10. loss of use or damage to or corruption of software, data or information; and
      11. indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above),
        whether arising out of, or in connection with, or in relation to any Products supplied under these Conditions or the supply or non-supply or purported supply or delay in supply of any Products under these Conditions or otherwise out of or in connection with or in relation to these Conditions or any transaction or matter contemplated by them.
    • 8.6 Subject to Clause 8.3, Shaver does not accept, and excludes, all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under these Conditions.
    • 8.7 The prices payable by the Customer are determined on the basis of the limits of liability set out in this Clause 8.
    • 8.8 This Clause 8 shall survive termination of the Contract.

  9. TERMINATION

    • 9.1 Without limiting its other rights or remedies, Shaver may terminate this Contract (including any relevant Shaver Distribution Agreement unless any prevailing terms of such Shaver Distribution Agreement prevent any such termination, in which case termination of this Contract shall exclude termination of such Shaver Distribution Agreement) with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Customer being notified in writing to do so;
      2. the Customer is, or is deemed for the purposes of any relevant law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or the that party suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or any step (including the making of any proposal, the convening of any meeting, the passing of any resolution, the presenting of any petition or the making of any order) is taken with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration, custodianship, liquidation, or dissolution of, the Customer, or any other insolvency proceedings involving the Customer; or any liquidator, provisional liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator, examiner, administrative receiver or the like is appointed to or in respect of the Customer or its assets; or there occurs in relation to the Customer any event anywhere analogous to any of those mentioned above in this sub-clause;
      3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    • 9.2 Without limiting its other rights or remedies, Shaver may suspend provision of the Products under the Contract or any other contract between the Customer and Shaver if the Customer becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d), or Shaver reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • 9.3 Without limiting its other rights or remedies, Shaver may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • 9.4 On termination of the Contract for any reason the Customer shall immediately pay to Shaver all of Shaver’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Shaver shall submit an invoice, which shall be payable by the Customer immediately on receipt.
    • 9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • 9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

  10. FORCE MAJEURE

    Neither party shall be liable to the other for any failure or delay in the performance of any of its obligations under this Agreement which is caused by any Event of Force Majeure, provided that no Event of Force Majeure shall relieve the Customer of its payment obligations under the Contract. If performance of a material obligation under this Agreement is prevented by any Event of Force Majeure for a continuous period of 90 days or more, then the party for whose benefit the affected obligation would have been performed shall be entitled, by the giving of notice in writing to the other party, immediately to terminate the Contract.

  11. GENERAL

    • 11.1 The Customer may not assign any of its rights under the Contract or seek to transfer any of its rights or obligations under the Contract, whether by way of security or otherwise, without the prior consent in writing of Shaver. Shaver shall be entitled to assign all or any of its rights under the Contract (whether by way of security or otherwise). If Shaver desires to effect a transfer of all of its rights and obligations under the Contract, the Customer shall, at Shaver’s cost, cooperate and take all such steps as Shaver may reasonably request to give the transferee the benefit of the Contract subject to the transferee undertaking all of Shaver’s obligations under the Contract, following which transfer, Shaver shall be released from its obligations to the Customer.
    • 11.2 The express terms of this Contract (including, for the avoidance of doubt, in the case of a Shaver Distributor, the relevant Shaver Distribution Agreement) constitute the sole and entire agreement between the parties in relation to its subject matter, and supersedes all prior written and oral arrangements, understandings, representations, warranties and agreements between them in that regard (if any). Each party acknowledges that it is not relying, and will not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in this Contract.
    • 11.3 Amendment:
      1. Subject to Clause 11.3(b) below, no variation or amendment of a Contract shall be effective unless it is in writing and duly signed for and on behalf of each of the parties to this Contract.
      2. Notwithstanding the foregoing, Shaver may, in its absolute discretion, amend these Conditions at any time. Such amended Conditions shall be effective from the date of the next offer from the Customer to purchase Products following the amendment of these Conditions (with such amended Conditions being notified or made available to the Customer by Shaver at the time of or prior to the Contract being created) and shall apply to the Contract to purchase those Products. If the Customer does not wish to accept such amended Conditions, it must notify Shaver immediately, otherwise the Customer shall be deemed to have agreed to purchase the Products in accordance with such amended Conditions.
    • 11.4 Each of the rights of each party under this Contract may be exercised as often as is necessary, is cumulative and not exclusive of any other rights which that party may have under this Contract, law or otherwise; and may be waived only in writing and specifically. Delay by a party in exercising, or the non-exercise by a party of, any such right will not constitute a waiver of that right.
    • 11.5 If the whole or any part of a provision of this Contract is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of this Contract and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Contract.
    • 11.6 The parties recognise that printed form purchase orders, invoices and other commonly used form documents relating to the performance of any obligations hereunder may contain terms which conflict with one or more terms of this Contract. In case of any such conflict, the relevant terms of this Contract shall prevail.
    • 11.7 Nothing in this Contract shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between the parties, and neither party shall have any right or authority to act on behalf of the other or to bind the other in any way.
    • 11.8 Notices:
      1. Notices and other communications under or in connection with this Contract shall be given in writing by hand, by airmail, registered courier or by e-mail, save that service of any notice of any claim, dispute, termination, breach or legal proceedings in connection with this Contract shall not be made by e-mail. Any such notice, if so given, shall be deemed to have been served:
        1. if sent by hand, when delivered;
        2. if sent by airmail or registered courier, three business days after despatch; and
        3. if sent by e-mail, six hours after sending provided the sender has not received notice of failed or delayed delivery.
      2. The address, telephone number and email address of each party for the purpose of the giving of notices under this Contract shall be that set in the most recent Order Form in relation to that party (or such other address or number or address (if any) as has, for the time being, most recently been stipulated by the addressee concerned in a notice to the other party) or, in the case of a Shaver Distributor, in the relevant Shaver Distribution Agreement.
    • 11.9 Dispute Resolution:
      (a) This Contract and (without prejudice to Clause 11.2) any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Irish law.
      (b) The Irish courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Contract and the parties submit to the exclusive jurisdiction of the Irish courts for that purpose.
      (c) The parties waive any objection to the Irish courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.