These Terms and Conditions of Sale apply to all Republic of Ireland Sales Orders:-

DEFINITIONS AND INTERPRETATION
In these Conditions of Sale, the words and expressions listed below shall have the following meanings, unless the context requires otherwise:
"Seller" means Synergy POP-Solutions Limited, (a company incorporated under the Companies Acts in Northern Ireland under registered number, NI 28827 and having its registered office at: The Retail Institute, 26 Ormeau Business Park, The Gasworks, Belfast, BT7 2JA
"Conditions" means these terms and conditions of sale relating to the sale of the
Goods and any special terms which are agreed in writing between the Seller and the Buyer;
"Order" means this contract incorporating these Conditions for the sale of the Goods to the Buyer;
"Buyer" means the person who has ordered or is, or has been, supplied with the Goods by the Seller pursuant to the Order;
"Goods" means any goods or services supplied or to be supplied to the Buyer in terms of the Order, including any instalment of the Goods or any Goods substituted for the Goods.
References to a "person" include any natural person, any legal person, body or organisation incorporated or
unincorporated or any other person, body or organisation whatsoever, as the context may require.
A reference to time of day shall be construed as the time in the United Kingdom expressed in terms of the twenty-four hour clock.

1. CONDITIONS TO PREVAIL
Unless otherwise agreed in writing by the Seller, these Conditions of Sale shall override any terms or conditions stipulated, incorporated or referred to by the Buyer, whether in the order or in any earlier negotiations.

2. ORDERS AND SPECIFICATIONS
(A) NO ACKNOWLEDGEMENT OF ORDER
The Seller shall be under no obligation to acknowledge receipt of an Order from the Buyer, and shall be entitled to execute the Order without further reference to the Buyer.
(B) SPECIFICATIONS
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification or artwork) submitted by the Buyer, and for giving the Seller necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Order in accordance with its terms.
The quantity, quality and description of and any specification (and/art work) for the Goods shall be those set out in the Sellers quotation (if accepted by the Buyer) or the Buyers Order (if accepted by the Seller).
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with any specification (and/art work) submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Sellers use of the Buyers specification (and/art work).

The Seller reserves the right to make any changes in the specification (and/art work) of the Goods which are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to the Sellers specification which do not materially effect their quality or performance.

3. PRICES
Prices are the Seller’s prices ruling at the date of despatch. If extra expense is incurred as a result of the Buyer’s instructions, or lack of instructions, the Seller shall be entitled to recover such extra expense from the Buyer.

4. TERMS OF PAYMENT
Payment shall be pro-forma (as specified on quotation documents) unless terms have been altered by written consent of the Seller. If any sum remains unpaid after the due date of payment, as specified on the quotation, the Buyer shall pay the Seller, as liquidated damages, a penalty clause of 15% of the outstanding amount and a surcharge of 2.5% of the unpaid sum for each month, or part of a month, during which it remains unpaid as aforesaid. Such surcharge shall be due for payment immediately on invoice by the Seller, and shall itself be liable to surcharge as above failing payment before the end of the month in which it is invoiced.
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or alleged to have for any reason whatsoever.

5. DELIVERY AND PASSING OF RISK
(A) Any stipulated time for delivery shall date from the receipt by the Seller of the Buyers written order. For
deliveries within the Republic of Ireland, unless otherwise agreed, the Seller (or his agent(s)) shall deliver the
goods to the Buyer and the goods shall be at the Buyer’s risk on dispatch.
(B) If the Buyer fails to take delivery of the goods or any part of them on the due date; and to any
Instructions or documents required to enable the Goods to be delivered on the due date, the Seller may on
giving written notice to the Buyer store or arrange for the storage of the Goods and on the service of the
notice; risk in the Goods shall pass to the Buyer and delivery of the Goods shall be deemed to have taken
place and the Buyer shall pay to the Seller all costs and expenses including storage, any re-delivery and
insurance charges arising from its failure to provide.

6. DELAY IN DELIVERY
Whilst the Seller will make every reasonable effort to complete the Order by the date or date therein specified for delivery of Goods, or provision of services, such date or dates shall only constitute the times by which the Seller expects to effect such delivery or provision and the Seller’s failure to so deliver or provide by the due date or due dates shall not constitute a breach of contract, and the Seller shall not be responsible for any direct or consequential loss resulting there from.

7. PASSING OF PROPERTY
(A) Notwithstanding that risk in the Goods shall pass to the Buyer when the goods are delivered to the Buyer, title to the Goods sold to the Buyer shall not pass to the Buyer until payment shall have made in full by the Buyer for those goods.
(B) In the event that before title and property in the Goods has passed to the Buyer, they shall have become admixed, incorporated, become constituents of, or converted into other products of or belonging to the Buyer or in his possession or control – the Seller shall be entitled to the beneficial and equitable ownership in such other products as if they were solely and simply the Goods until the Goods have been paid for in full by the Buyer.

8. SUSPENSION OR CANCELLATION OF SALES ORDERS
(A) If the Buyer shall fail to pay to the Seller on the due date any sum payable to the Seller under any circumstances whatsoever or shall have a receiving order in bankruptcy made against him, or shall make any arrangement with his creditors or being a corporate body shall have a receiver, appointed, or if any order shall be made or any resolution passed for winding up the same the Seller may, without prejudice to its other rights, either suspend or cancel further deliveries and debit the Buyer with any loss sustained thereby.
(B) The Seller may cancel this contract at any time before the Goods are delivered by giving written notice to
the Buyer. On receiving such notice the Seller shall promptly repay to the Buyer any sums paid in respect o
the Price.
The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

9. WARRANTIES
(A) Unless otherwise agreed in writing and signed by a director of Synergy POP Solutions, the Seller shall not be liable for any recommendations, advice, opinion or statement given or made by the Seller, its servant or representatives.
(B) The Seller will not in any circumstances be liable for any damage, direct or indirect, or consequential loss, sustained by the Buyer which may in any degree be attributable to the adoption by the Buyer or any third party or technical information, data or advice given by or on behalf of the Buyer in relation to the use of the Goods. For the avoidance of doubt, this sub-section is totally ineffective in respect of negligence resulting In death or personal injury.
(C) For the avoidance of doubt the Seller hereby absolves itself from any liability in respect of any damage caused by unauthorised alterations to the Goods after delivery.

10. CONSEQUENTIAL LOSS OR DAMAGE
The Seller accepts no responsibility in any circumstances whatsoever for any direct, indirect or consequential loss or damage, howsoever arising, which may be sustained in connection with Goods supplied, whether such Goods are of the Seller’s own manufacture or not.

11. LIABILITY
(A) If the goods, or any part thereof, are defective solely as a result of the faulty materials or workmanship of the Seller, the Seller’s liability shall be limited, at its discretion, either to replacing such Goods or the defective part thereof (as the case may be) or to giving the Buyer credit for the value thereof, but no such liability shall arise unless notification of any defect is received by the Seller in writing within ten days, from receipt of the goods by the Buyer and the allegedly defective Goods are thereafter returned to the Seller carriage paid.
(B) Save as provided by these Conditions of Sale, all conditions and warranties express or implied, statutory or otherwise and all other obligations and liabilities whatsoever of the Seller whether in contract or in tort or otherwise are excluded.

12. IMDEMNITY
The Buyer shall indemnify the Seller against all claims in respect of any loss, injury, or damage sustained by a third party arising from the sale of the Goods to the Buyer howsoever caused and also against all actions, proceedings costs, claims, demands and expenses made brought or claimed against the Seller in respect of the infringement of any patent, trade mark, registered design or similar right arising from the manufacture or supply of any Goods or the doing of any work or the use of any article or material by the Seller to the design or specification or upon the instructions or order of the Buyer.

13. LIEN
In addition to any right of lien given by law, the Seller shall have a general lien upon all goods to be supplied to the Buyer in respect of all sums due from or claims against the Buyer. Without prejudice to any other right given by law to the Seller, the Seller may upon fourteen days notice to the Buyer sell any Goods of the Buyer upon which the Seller has and lien, and where the property in such Goods is at the time of such sale in the Buyers possession, shall be deemed to be his agent for the purpose of effecting such sale. The Seller may apply the proceeds to such sale towards the satisfaction of sums due from or claims against the Buyer without prejudice to the Seller’s right to recover the balance thereof from the Buyer.

14. PERFORMANCE OF CONTRACT
Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract as regards other deliveries.

15. DESIGN RIGHTS
The goods are original designs and creations. All specifications, patterns, drawings, photographs, samples and information provided by the Seller to the Buyer shall remain the exclusive property of the Seller which retains the right to estimate, produce and/or reproduce it in whole or in part of in any format. The Buyer will not disclose to any third party the nature of any specifications, patterns, drawings, photographs, samples and information to any third party and without prejudice to the generality of the foregoing will not disclose any information to any other third party for the purpose of obtaining competitive bids or expose information indiscretely. If a presentation is not accepted all patterns, drawings, photographs, samples and information provided by the Seller to the Buyer must be returned to the Seller immediately.
No right or licence is granted under this contract of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.

16. PRELIMINARY WORK
Designs, models and samples and/or other work produced, whether experimentally or otherwise, at the Buyers request will be charged for. No work produced by the Seller shall be exhibited, displayed or reproduced either wholly or in part without the prior written consent of the Seller.

17. APPROVAL OF PROOFS AND SPECIFICATIONS
The Seller may submit proofs of any subject matter of this Order for the Buyers approval and shall not be liable for any error not corrected by the Buyer. Buyer’s corrections from the execution of the initial brief (including alteration in style, or composition and changes in style, type or layout when not specified or expressly left to the discretion of the Seller), including the cost of additional proofs in relation thereto, shall incur an extra charge.

18. MARGINS
The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be greater than or less than the quantity purchased provided that such discrepancy in quantity shall not exceed ten per cent. The purchase price shall be adjusted accordingly.

19. COLOUR MATCHING
Whilst every effort is made to match colours, the nature of the forms of printing, manufacturing processes and substrates dictate that exact colour matches may not be possible. The Buyer will therefore agree to accept that within normal industry tolerances all colours will be matched as closely as possible to the Buyers specifications.

20. FORCE MAJEURE
If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of the Seller including (but without prejudice to the generality of the foregoing): war, industrial disputes, strikes, lockouts, riots, fire, storm , Act of God, accidents, non-availability or shortage of materials or labour, any statute, rule, bylaw, order or requisition made or issued by a Government or Government Department, local or other duly constituted authority, then the Seller shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present.
If the performance of the contract by the Seller shall be prevented by any such circumstances or conditions beyond the control of the Seller, then the Seller shall have the right to be discharged from further performance of any liability under the contract. If the Seller exercises such right the Buyer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the Seller.

21. CONTRACTS (Rights of Third Parties Act) 1999
The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to this contract and a person who is not party to this contract shall have no right under that Act to enforce any term of the contract.

22. NOTICES
Any notice under or in connection with this contract shall be in writing and shall be served by first class post or by hand on the party receiving the notice or sent by recorded delivery or e-mail (to the address of that party notified to sending the notice in this contract or at or to such other address as may be subsequently notified by the party receiving the notice to the party sending the notice).
In the absence of evidence of earlier receipt any notice shall be deemed to be duly served. If delivered personally when left at the address of the party receiving the notice: if sent by recorded delivery 3 days after posting: and if sent by e-mail: when received

23. ARBITRATION
Any dispute, difference or question, which shall at any time arise between the parties to the contract as to the construction, meaning or effect of these Conditions of Sale, or the rights and liabilities of the parties, or otherwise howsoever relating thereto shall be referred to the decision of a single arbitrator to be nominated in the event of disagreement between the parties by the Chairman of The Royal Institution of Chartered Surveyors in Northern Ireland (or his nominee) and this shall be deemed to be an arbitration agreement within the meaning of the Arbitration Act 1996 or any statutory re-enactment or modification thereof. The arbitration will be conducted in accordance with the Arbitration Act 1996.

24. LAW
(A) This contract is subject to the Law of Northern Ireland
(B) All disputes arising out of this Contract will be subject to the exclusive jurisdiction of the courts in Northern Ireland, subject to clause 23 above.