TERMS AND CONDITIONS

KTL standard terms and conditions for supply
of goods and services

1. Interpretation and definitions

1.1 "KTL" means KTL LIMITED and includes KTL's successors and assigns.

1.2 "Supplier'' means the person, firm or company to whom the Purchase Order is addressed, and shall include the Supplier’s personal representatives, successors and permitted assigns.

1.3 KTL and the Supplier shall act as stated in the Contract and in a spirit of mutual trust and co-operation. "Contract" means the agreement between KTL and the Supplier, including the Purchase Order, these General Conditions and any Special Conditions, for the supply of the Equipment or performance of the Services.

1.4 Contract Price" means the sum or sums stated as the price in the Purchase Order.

2. Performance of the contract

2.1 The Supplier shall supply the Equipment and shall ensure that the Equipment complies with the Contract. If the Supplier has not confirmed acceptance of KTL’s order within eight (8) days of its issue, KTL may cancel the order in whole or in part at no cost to KTL.

2.2 The Supplier shall be responsible for executing the Contract with all reasonable skill, care and diligence and in accordance with recognised industry standards, and any standards, specifications and codes specified by KTL in the Contract, including without limit KTL Environmental, Health and Safety Requirements.

2.3 The Supplier shall be responsible for the accuracy of any drawings, documentation and information supplied by it to KTL, and shall pay to KTL any extra costs occasioned by any discrepancies, errors or omissions therein.

2.4 The Equipment or Services supplied shall be of the quality and shall conform to the performance requirements stated in the Contract, or where not stated shall be fit for the purposes intended, and shall conform to all applicable laws and regulations.

3. Inspection, testing, acceptance and delivery

3.1 The Supplier shall complete all agreed inspection and testing of the Equipment prior to despatch or at KTL's premises, as required by KTL.

3.2 The Supplier shall deliver the Equipment by the Completion Date and to the place specified in the Purchase Order, or if not so specified, as requested by KTL. Delivery shall be in accordance with the latest edition of INCOTERMS as stated on the Purchase Order, or if not stated, delivery shall be DDP (UNITED KINGDOM) INCOTERMS 2010. The Supplier warrants that the Equipment will not be subject to export or re-export restrictions, sanctions, embargoes or liens. Where Services are to be provided, they shall commence on the date stated in the Purchase Order and continue for the duration stated therein, or by the stated Completion Date.

3.3 When the Equipment has been delivered and installed in accordance with the Contract, and has passed all required inspection and testing, it will be accepted by KTL.

3.4 KTL or its nominated representatives shall have the right, on reasonable prior notice, to inspect the Equipment at any time prior to despatch and if, in its reasonable opinion, any part of the Equipment is defective or otherwise does not conform with the Contract, KTL may reject it. The Supplier shall give KTL at least five (5) working days notice in writing of any tests KTL requires to have witnessed.

3.5 All work required to enable the Equipment or Services to pass agreed inspection and testing, or otherwise necessary to ensure conformity with the Contract, shall be carried out promptly by the Supplier at its own expense.

4. Delays in completion

If the Supplier fails to complete the Contract by the Completion Date or such extended date as may be granted by KTL, KTL shall be entitled to deduct as liquidated damages for delay as stated in the Purchase Order, or if not stated, one and a half per cent (1.5%) of the total Contract Price for every week's delay up to a maximum of fifteen (15%) of the total Contract Price. If such failure continues, or is likely to continue, for more than (10) ten weeks from the Completion Date and KTL having notified the Supplier and notified a final delivery date, the Supplier is still unable to comply therewith then, KTL shall have the right to terminate the Contract by notice in writing, and to claim any extra costs directly or indirectly incurred in acquiring suitable replacement equipment for the Equipment, or having the Services carried out.

5. Liabilities, indemnities and insurance

5.1 The Supplier shall fully indemnify KTL against any and all losses, claims, proceedings, costs, expenses (including legal costs) damages or other liabilities whatsoever resulting from: i. any personal injury (including death) to any person; ii. any loss of or damage to any property; iii. the performance or non-performance of the Contract; any breach of any legal and regulatory requirement in connection with the Contract; any breach of confidentiality; vi. any breach of bribery and corruption laws; vii. any infringement or misappropriation of Intellectual Property Rights under clause 7.2; and/or viii. any third party claim in tort or otherwise; to the extent that the same arises out of the act, omission, default or negligence of the Supplier, his agents or sub-suppliers.

5.2 The Supplier must hold and keep current, the following insurance policies and in the amounts stated below: i. Employer’s liability insurance, fully compliant with any legislation applicable to the performance of this Contract; and as a minimum ten million Euros (€10,000,000.00) ii. Public and Products liability insurance with a minimum liability of not less than five million Euros (€5,000,000.00), for any one event. iii Motor insurance with a minimum liability on not less than one million Euros (€1,000,000.00) iv Professional Indemnity insurance with a minimum liability of not less than five million Euros (€5,000,000.00) v Contractors all risk insurance with a minimum liability of not less than the full replacement value of the Contract works vi In transit insurance with a minimum liability of not less than five hundred thousand Euros (€500,000.00) The Supplier will, when requested by KTL, provide to KTL a copy of the insurance policies required by the Contract, together with evidence of payment of the premiums for such insurance.

5.3 To the maximum extent permitted at law, and notwithstanding anything contained in this Contract to the contrary, KTL shall not be liable to the Supplier for any special, economic or consequential damages or losses, in each case whether direct or indirect, whether arising in contract, tort, negligence, warranty or otherwise, including but not limited to loss of revenue, loss of contracts or loss of profit.

5.4 To the maximum extent permitted at law, and notwithstanding anything contained in this Contract to the contrary, KTL’s total liability to the Supplier, whether arising in contract, tort, negligence, warranty or otherwise, shall not exceed the Contract Price (including any agreed amendment thereto).

6. Terms of payment

6.1 The Contract Price is firm and shall include all applicable taxes, customs, fees, duties and delivery, in accordance with INCOTERMS as stated on the Purchase Order or if not stated, in accordance with clause 3.2, but shall exclude VAT which, if applicable, shall be added at the prevailing rate to any payment. The Contract Price shall become due for invoicing (the Due Date) when the Equipment or Services are accepted by KTL in accordance with the Contract, or within 30 days of delivery, whichever is later.. Unless agreed otherwise in writing, payment will be made within sixty (60) days of receipt by KTL of a valid invoice from the Supplier (the Final Date).

6.2 Payment against invoice or use of the Equipment or Services shall not be deemed of themselves to constitute acceptance by KTL, nor relieve the Supplier from liability in respect of any obligations under the Contract.

6.3 No additional sums shall be payable in respect of variations to the Contract, unless to the extent that the same are the subject of a new Purchase Order confirmed in writing by an authorised representative of KTL.

6.4 If KTL fails to make payment in accordance with this Contract, the Supplier shall be entitled to simple interest calculated at the rate of two per cent (2%) per annum above the base lending rate of the European Central Bank for the period until the relevant payment is made. 6.5. Without prejudice to any other right or remedy, KTL will be entitled to set-off any amount due from the Supplier, against any sums payable to the Supplier or recover any such amount as a debt.

7. Ownership and risk

7.1 All risk in the Equipment or Services will remain with the Supplier until delivery to, or acceptance by, KTL in accordance with the Contract, whichever is later. Without prejudice to KTL’s obligations for payment, property in the Equipment or Services shall pass to KTL upon the earlier of allocation to the Contract, delivery, performance, or payment of any part of the Contract Price.

7.2 All tools, materials, drawings, specifications and other data or information provided by KTL, shall remain at all times KTL’s property, and KTL reserves the right of access to collect the same from the Supplier during normal working hours of business, and the Supplier will return this property to KTL undamaged on completion of the Services or delivery of the Equipment.

8. Warranty

8.1 The Supplier shall promptly rectify at its own expense, and to KTL's satisfaction, any defect in or damage to the Equipment or Services or to any portion thereof, which may become apparent during a period of twelve months after the Equipment or Services is put into commercial operation or twenty-four months from date of delivery / completion, whichever is the later (hereinafter referred to as "the Warranty Period"), which results from: i. defective materials, workmanship or design; ii. any act or omission of the Supplier during the Warranty Period; or iii. any defect relating to the safety of the Equipment or Services which is not such as persons generally are entitled to expect and shall include safety in the context of risks of damage to property, as well as in the context of risks of death or personal injury.

8.2 The Supplier shall indemnify KTL in respect of all losses, costs and expenses incurred by KTL in remedying any defect in the Equipment or Services, and for any extra costs and expenses either incurred by KTL, or claimed by a third party against KTL (whether in contract, tort (including negligence), warranty, strict liability or otherwise), by reason of the supply of such defective Equipment or Services, including (without limitation) all costs associated with the identification, removal and reinstallation of defective Equipment or Services, and the loss of beneficial use of any works or installation of which they form part.

9. Termination

9.1 KTL reserves the right to terminate the Contract, in whole or in part, by written notice to the Supplier, if the Supplier: (i) fails to comply with any of its material obligations under the Contract; or (ii) becomes insolvent, or makes an arrangement with its creditors, or has a receiver or administrative receiver appointed, or commences liquidation.

9.2 If KTL terminates the Contract, then all tools, materials, drawings, specifications and other data or information provided by KTL shall be returned to KTL together with any Equipment (whether complete or otherwise) as may still be required by KTL following termination. All such items shall be suitably packed for return or delivery in accordance with KTL’s instructions, or if not so returned, KTL may enter the Supplier’s premises to recover the same.

9.3 KTL may terminate the Contract for convenience, subject to providing written notice to the Supplier. Thereafter, KTL shall pay to the Supplier, in accordance with the terms of payment stated herein, the relevant amounts due for all Equipment satisfactorily delivered, or Services completed, up to the date of such termination, and any costs of materials or other goods ordered for which the Supplier is legally liable to accept delivery.

10. Dispute resolution

10.1 If any dispute or difference arises in relation to any matter under the Contract, it may be referred by either party to senior management of the Supplier and KTL, who will meet to discuss the matter within fourteen (14) days of the date of its referral (or as soon as reasonably practicable) with a view to resolving the relevant dispute or difference.

10.2 In the event that no settlement is reached under clause 10.2, then either party may refer any dispute or different arising in relation to any matter under the Contract for alternative dispute resolution (“ADR”) procedure as may be agreed between the parties. The costs and fees associated with such ADR procedure shall be paid equally by the parties. In the event that the parties cannot resolve the said dispute or difference or agree on a suitable ADR procedure within six (6) weeks of the original notification of the matter, or if the said dispute or difference cannot be resolved by the ADR procedure, then such dispute or difference shall be referred to one or more arbitrators under the Rules of Conciliation and Arbitration of the International Chamber of Commerce.

11. Law and regulations

11.1 The Contract shall in all respects be construed and operate in accordance with the laws of the Republic of Ireland and is subject to the exclusive jurisdiction of the Irish courts.

11.2 References to any legislation in this Contract shall include any modification or re-enactment of that legislation or any legislation substituted therefore and all legislation, orders, regulations and statutory instruments issued under that legislation.

11.3 Any provisions which by their nature are intended to survive the termination, completion or expiration of this Contract shall continue as valid and enforceable obligations of the parties, notwithstanding any such termination, completion or expiration.

11.4 If it is determined that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required by law, be deemed to be deleted, and the validity and enforce-ability of the other provisions of the Contract shall not be affected and where such provision or part-provision would be valid if some or part of it were deleted, the provision or part provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

(i) implement appropriate Cyber Security measures and systems and otherwise use reasonable endeavours to maintain its Cyber Security;

(ii) have in place appropriate plans and procedures to allow it to respond efficiently and effectively to a Cyber Security Incident; and

(iii) regularly review its Cyber Security arrangements to verify its application in practice and maintain and keep records evidencing the same.

13.2 The Supplier shall use reasonable endeavours to ensure that any third party providing services on its behalf in connection with this Contract complies with the terms of Clause 13.1.

13.3 If the Supplier becomes aware of a Cyber Security Incident which affects or is likely to affect either KTL’s or the Supplier’s Cyber Security, it shall promptly notify KTL. The Supplier shall:

(i) promptly take all steps reasonably necessary to mitigate and/or resolve the Cyber Security Incident; and

(ii) as soon as reasonably practicable, but no later than 12 hours after the original notification, provide KTL with details of how it may be contacted and any information it may have which may assist KTL in mitigating and/or preventing any effects of the Cyber Security Incident.

13.4 The Supplier shall be responsible for all losses, claims, costs and expenses whether incurred by the Supplier, KTL or otherwise arising from a Cyber Security Incident 5 | P a g e

which occurs in or arises from the Digital Environment of the Supplier and shall indemnify and keep KTL (and each of its officers, employees, agents and contractors) indemnified from any and all losses, claims, costs and expenses which KTL may suffer or incur as a result of such Cyber Security Incident.

12. Terms

12.1 Subject to Clause 12.3 hereof any Purchase Order accepted by the Supplier is deemed only to incorporate these Terms & Conditions which shall govern the Contract to the exclusion of any other term, provision, condition and warranty (other than any condition or warranty implied by the laws of the Republic of Ireland the exclusion or restriction of which is prohibited, void or unenforceable thereunder) even if included in or referred to in any document of the Supplier or where implied by trade, custom, practice or course of dealing.

12.2 Any terms or conditions stipulated by a Supplier which are in rejection of, in addition to, or inconsistent with these Terms and Conditions shall be deemed to be a counter-offer to KTL and shall not be binding upon KTL unless expressly agreed to in writing by KTL.

12.3 No variation to these Terms and Conditions shall be binding unless agreed to in writing by KTL.

12.4 KTL’s employees or agents are not authorised to make any variations to these Terms and Conditions or make any representations concerning the Contract unless confirmed by KTL in writing. In entering into the Contract the Supplier acknowledges that it does not rely on, and waives any claim for breach of, any such representations that are not so confirmed .

12.5 Any advice or recommendation given by KTL or its employees or agents to the Supplier or its employees or agents in respect of the Contract which is not confirmed in writing by KTL is followed or acted upon entirely at the Supplier’s own risk, and accordingly KTL shall not be liable for any such advice or recommendation which is not confirmed .

13. Cyber Security

13.1 The Supplier shall:

The following definitions shall apply in this Clause 13: “Cyber Security Incident” the loss or unauthorised destruction, alteration, disclosure of, access to, or control of a Digital Environment; “Cyber Security” technologies, processes, procedures and controls that are designed to protect Digital Environments from Cyber Security Incidents; and “Digital Environment” information technology systems, operational technology systems, networks, internet-enabled applications or devices and the data contained within such systems.