Terms and Conditions

These Terms and Conditions of Sale apply to transactions with Sign & Digital Materials Ltd, a company registered in Ireland (Company No. 374659), whose registered office is at Unit 7 Airton Close, Tallaght, Dublin 24. The company trades as The Wow-Inspiring Group and operates under the brand names Signage Wow and Surface Wow.   For the purposes of this document, references to "SDM", "we", "us", or "our" refer to Sign & Digital Materials Ltd t/a The Wow-Inspiring Group, whether trading under the brand Signage Wow or Surface Wow, depending on the goods or services supplied.

SECTION 1.0 - INTERPRETATION

1.1  Definitions

1.1.1  “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between SDM and the Customer;

1.1.2   “Contract” means the contract for the purchase and sale of Goods made between the Customer and SDM, which is governed by these Conditions
1.1.3    Customer” means the person whose order for Goods is accepted by SDM;

1.1.4    “Goods” means the goods (including any instalment of the goods and any parts for or of them) which SDM is to supply in accordance with these Conditions and where SDM is to supply services, the expression “Goods” shall, as the context shall admit or require, mean or include such services and all knowledge, systems, goods, processes and information resulting from the provision thereof;

1.1.5   “SDM” means Sign and Digital Materials Limited, a limited liability company having its registered office at Unit 7 Airton Close, Tallaght, Dublin 24 registered in Ireland under Number 374659;

1.1.6    “Special Order Goods” means Goods which are not usually available for purchase through SDM’s Catalogue of Products and which SDM must commission the production of or make a special order to obtain from its suppliers.
1.1.7   “writing” includes telex, cable, and facsimile transmission.
1.2      Legislation

Any reference in these Conditions to any provision of a statute or other legislative enactment shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time, and as a reference to the legislation of Ireland.
1.3   Headings

The headings in these Conditions are for convenience only and shall not affect their interpretation.

SECTION 2.0 - BASIS OF CONTRACT
2.1 Conditions

These Conditions shall form part of all Contracts between SDM and the Customer for the sale or provision of Goods and shall prevail over any inconsistent terms or conditions contained in or referred to in any order or correspondence of the Customer and all conditions contrary to these Conditions are hereby excluded. No variation of these Conditions shall be binding unless accepted by SDM in writing.
2.2  Representations

SDM’s employees and agents are not authorised to make any representations concerning the Goods unless confirmed by SDM in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any representations which are not so confirmed.
2.3  Advice or Recommendation of SDM

Any advice or recommendation given by or on behalf of SDM as to the storage, application or use of the Goods which is not confirmed in writing by SDM, is followed at the Customer’s risk, and SDM shall not be liable for any advice or recommendation which is not so confirmed.
2.4  Errors or Omissions

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by SDM shall be subject to correction without any liability on the part of SDM.
2.5  Imprint and Packaging

SDM reserves the right to attach its imprint to all Goods and to determine the form and appearance of packaging. The Customer shall not remove, deface or alter such imprint or packaging.
2.6 Exclusions from Contract

No representation, claim, specification or price given in any advertising or promotional literature of SDM shall form part of the Contract (and is hereby excluded therefrom) unless specifically stated in the accepted order or specification for or of the Goods.

SECTION 3.0 - QUOTATIONS, ORDERS, SPECIFICATIONS AND PERFORMANCE
3.1 Quotations

Quotations by SDM shall not constitute offers to the Customer and their acceptance will not create any binding obligation on SDM.
3.2 Offer and Acceptance

An offer will be constituted by an order from the Customer, (where applicable, on the basis of SDM’s quotation), and a Contract will be created by SDM’s acceptance of the Customer’s order. Each order from the Customer will constitute the basis of a separate Contract but the application of these Conditions to a Contract shall constitute notice to the Customer of their applicability to all future orders which are accepted.
3.3  Ordering of Goods

3.1.1  The Customer shall be responsible to SDM for ensuring the accuracy of the terms of any order (including specification) submitted by the Customer and/or confirmed and/or quoted by SDM, and for giving SDM all necessary information relating to the Goods within a sufficient time to enable SDM to perform the Contract. SDM shall be under no obligation to commence production or to take into stock any of the Goods until full, confirmed specifications are delivered to SDM by the Customer.

3.1.2   If the Customer orders Special Order Goods from SDM, the Customer shall pay a deposit of 50% of the agreed price for the Special Order Goods upon placing the order with SDM. SDM shall be under no obligation to commence production or to take into stock any of the Special Order Goods until full, confirmed specifications are delivered to SDM by the Customer and SDM has received the 50% deposit from the Customer.
3.4 Quantity, Quality and Description of Goods

The quantity, quality and description of and any specification for the Goods shall be those set out in the Customer’s order (if accepted by SDM), subject to such amendment, clarification, addition and deletion as is contained in SDM’s acceptance.
3.5  Changes in Specification of Goods

SDM reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, (where the Goods are to be supplied to SDM’s specification), which do not materially affect their quality or performance.
3.6  Cancellation of Order

No order which has been accepted by SDM may be cancelled by the Customer except with the agreement in writing of SDM and on terms that the Customer shall indemnify SDM in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by SDM as a result of cancellation.
3.7 Satisfaction with Goods

SDM does not sell Goods or undertake work on an approval basis and Goods are not returnable nor is the price subject to downward review if the Customer is not satisfied with the Goods.

SECTION 4.0 - DELIVER
4.1  Delivery

Delivery of the Goods shall be made by the Customer collecting the Goods at SDM’s premises forthwith upon SDM notifying the Customer that the Goods are ready for collection or, if some other place or method for delivery is agreed in writing by SDM, by SDM delivering the Goods to that place or to the carrier nominated by the Customer. Delivery shall be deemed to have occurred twenty-four hours after notification to the Customer that the goods are available for collection (or such longer or shorter period as may be agreed) or, in the case of delivery by SDM, at the moment when delivery is tendered at the location or carrier specified in the Contract.
4.2 Delivery by Instalments

In the case of delivery by instalments, each delivery shall be regarded as a separate and independent Contract. SDM reserves the right to make partial deliveries, and failure by SDM to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contracts for future instalments as repudiated.
4.3 Force Majeure

In the event of an act of God, governmental direction or other authoritative direction or intervention, strikes, lock-outs or other industrial civil or international unrest (whether the same affects SDM, its suppliers or agents) or any other cause of whatsoever nature beyond the control of SDM, SDM shall not be liable for any delay in delivery, non-delivery, destruction or deterioration of all or any part of the Goods or for any other default in the performance of the Contract arising therefrom and SDM shall have the option either to cancel the Contract either wholly or partially or to extend the time for delivery for such period as said circumstances shall continue. In the event of cancellation or postponement by SDM, the Customer shall have no claim whatsoever against SDM.
4.4  Dates for Delivery

Dates quoted for delivery of the Goods are approximate only and SDM shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by SDM in writing. The Goods may be delivered by SDM in advance of the quoted delivery date or time upon giving reasonable notice to the Customer.
4.5  Cancellation of Delivery Instructions

In the event of the Customer giving delivery instructions and afterwards finding it necessary to cancel them, such cancellation will be accepted on terms that the Customer accepts full responsibility to SDM for all expenses incurred by SDM up to the time of cancellation.
4.6 Postponement of Delivery or Cancellation of Contract

If the Customer fails to obtain any necessary import licence or quota allocation in time for delivery by SDM, or for any other reason is unable or unwilling to collect the Goods or (as the case may be) to accept or arrange acceptance of delivery, SDM shall have the right either to postpone delivery or to cancel the Contract wholly or partially without being under any liability whatsoever to the Customer. The Customer shall be liable for any losses or expenses that are incurred by SDM as a result of such failure.
4.7 Failure to take Delivery of Goods

4.7.1 If the Customer fails to take delivery of the Goods or fails to give SDM adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of SDM’s fault) then without prejudice to any other right or remedy available to SDM (especially under Clause 4.6) SDM may:

a)  store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
4.8  Insolvency

If the Customer becomes bankrupt or enters into an arrangement with his creditors or if execution is levied against him or (if a company) an order is made or a resolution is passed for a winding up of the Customer or if a receiver is appointed over the property of the Customer or if an examiner or administrator is appointed to the Customer or if the Customer becomes insolvent or if the Customer is in breach of any Contract with SDM, SDM may stop any Goods in transit and suspend further deliveries and may determine any Contract with the Customer without prejudice to any existing claim. Nothing in this Clause and no action taken hereunder shall prejudice any other right of SDM.
4.9 Inspection of Goods

The Customer shall inspect the Goods immediately on delivery and any shortages, defects or breakages or any matter or thing by virtue of which the Goods are alleged not to be in accordance with the Contract must be noted on the delivery docket and any defective Goods must be held for inspection. If the Customer shall fail to give such notice the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the same accordingly.

SECTION 5.0 – PRICE
5.1  Price of Goods

The price of the Goods shall be the price quoted by SDM or (if different) stated or confirmed in SDM’s acceptance of the Customer’s order, or, where no price has been stated or quoted (or a quoted price is no longer valid) the price listed in SDM’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only, after which time they may be altered by SDM without giving notice to the Customer.
5.2 Tax and Additional Charges

Except as otherwise stated in any price list of SDM or unless otherwise agreed in writing between the Customer and SDM, all prices are strictly net on an ex-works basis. Where SDM agrees to deliver Goods otherwise than at SDM’s premises the Customer shall be liable to pay SDM’s charges for transport packaging and insurance. SDM shall be entitled to add to the price the amount of any tax or other governmental charges which SDM must pay in respect of the Goods (including without limitation value added tax and import duties) and any increase therein prior to delivery.
5.3 Alteration of Price

SDM reserves the right, by giving notice to the Customer at any time before delivery of the Goods, to increase the price of the Goods to reflect any increase in the cost to SDM of completing the Contract which is due to any factor beyond the control of SDM (including without limitation, foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour or materials and price increases imposed by suppliers to SDM of goods, materials or parts required for inclusion in or preparation or manufacture of, the Goods), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give SDM adequate information or instructions.

5.4 Form of Payment

5.4.1 All payments are due by credit card, cheque or bank transfer. SDM reserves the right in respect of every payment to decline to accept payment by cheque and to require instead payment by (at SDM’s option) credit card or bank transfer.

5.4.2  SDM shall assess a charge of €30 whenever a cheque presented for payment of Goods is not accepted by the institution in which it is written.

SECTION 6.0 - PAYMENT

6.1 Issue of Invoice

Subject to any special terms agreed in writing between the Customer and SDM, SDM shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event SDM shall be entitled to invoice the Customer for the price at any time after SDM has notified the Customer that the Goods are ready for collection or (as the case may be) SDM has tendered delivery of the Goods.

6.2  Receipt of Payment for Goods

The Customer shall pay the price of the Goods without deduction in accordance with the credit terms of SDM as agreed in writing with the Customer, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request. SDM reserves the right to amend its credit terms from time to time.
6.3  Failure to make Payment for Goods

6.3.1If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to
6.3.2  SDM, SDM shall be entitled to:

a) Cancel the Contract;

b) Suspend any further deliveries to the Customer;

c) Appropriate any payment made by the Customer to such of the Goods, or to goods supplied under any other Contract

d) Between the Customer and SDM as SDM may think fit (notwithstanding any purported appropriation by the Customer); and

e) Charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of Euribor +5% per annum until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.4  No Set-Off or Counterclaim

The Customer shall not be entitled to make any set-off against the price of the Goods or raise any counterclaim in diminution of the price due but must pay the price and all other charges due on the due date or dates for payment. Any complaints regarding short delivery, alleged defects or faults in the goods, failure to deliver in accordance with the terms of the Contract, or other complaint shall leave the Customer’s obligation to pay the entire price for the Goods and all other charges due under the Contract intact.
6.5  Settlement of Accounts

All payments received by SDM shall be utilised in the priority, in the sequence, and in respect of the account or accounts as determined by SDM and notified to the Customer within 14 days after receipt. If no such notification is made, then payments will be deemed to have been utilised in settlement of accounts which have been outstanding longest.

SECTION 7.0 - RISK & PROPERTY

7.1  Retention of Title

All property in and title to the Goods shall remain with SDM until such time as all sums owing to SDM in respect of the Goods have been paid to SDM.
7.2  Passing the Property

The Customer shall be entitled to sell the Goods and to pass the property in them to third parties in the normal course of the Customer’s business until the happening of any of the events set out in paragraph 7.5 below but the Customer may not offer or charge the Goods as security for the performance by the Customer of any of its obligations to any third party and may not incorporate the Goods in any process nor mix them with other goods. The Customer shall hold on trust for SDM that portion of the proceeds of sale of the Goods which represents the amount due to SDM in respect thereof, and shall maintain a separate account of all sums so received, giving particulars thereof to SDM on request.
7.3  Restriction on Right to Pass the Property

The authority hereby granted to the Customer to pass property in the Goods shall not extend to any sale of the Goods in the course of a sale of the entire or substantially the entire of the Customer’s business or undertaking or pursuant to a sale of the Customer’s stock in-trade preparatory to a cessation by the Customer of business or of trade in goods similar to the Goods.
7.4  Withdrawal of Right to Pass the Property

On the happening of any of the events set out in paragraph 7.5 below the authority of the Customer to sell the Goods shall be deemed withdrawn. All the Goods the property of SDM shall be immediately delivered to SDM or (at SDM’s option) SDM by its servants or agents shall have the right during business hours to enter with or without recourse to law on the lands or buildings of the Customer to take possession of the Goods (and the costs to SDM of so taking possession of the Goods and transporting them to its premises shall be due by the Customer).
7.5  Events causing Withdrawal of Right to Pass the Property
7.5.1 The events referred to in paragraph 7.4 are:

a) Any notice to the Customer or SDM that a receiver or manager of or over the business or any part of the business of the Customer is to be or has been appointed;

b) Any notice to the Customer or SDM of an application to appoint or of the appointment of an examiner or administrator over the Customer;

c) Any notice to the Customer or SDM that a petition to wind-up the Customer is to be or has been presented or any notice of a meeting to consider a resolution to wind up the Customer (if for the purposes of a reconstruction or amalgamation on terms previously approved in writing by SDM);

d) Any decision by the Customer that the Customer intends to make an arrangement with its creditors;

e) The insolvency of the Customer within the meaning of Section 62(3) of the Sale of Goods Act, 1893 (as amended); and

f) Notice being given by SDM to the Customer at its last known address determining the Customer’s right to use the Goods or to pass title or property thereto.
7.6  Responsibility for the Goods
7.6.1 Notwithstanding the foregoing the Goods shall be at the risk of the Customer.

a) (in the case of Goods to be delivered at SDM’s premises), at the time when SDM notifies the Customer that the Goods are available for collection; or

b) (in the case of Goods to be delivered otherwise than at SDM’s premises) at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, at the time when SDM has tendered delivery of the Goods.
7.7 Storage and Insurance of Goods

The Customer shall store Goods held by the Customer in such manner that they are clearly identifiable as the property of SDM and shall maintain adequate insurance in respect of any of the Goods for which the Customer has not paid SDM while such Goods are stored on the Customer’s premises or are otherwise in the possession or under the control of the Customer.

SECTION 8.0 - COMPLAINTS, WARRANTIES AND LIABILITY

8.1 Complaints over Goods

Any complaints or claim made in respect of Goods alleged to be defective may result in the suspension of further deliveries of Goods by SDM until such claim or complaints have been investigated or finally determined and in any such event, any applicable delivery dates may be delayed accordingly and SDM shall have no liability as a result of any such delay.

8.2 Defective Goods

Notwithstanding any of the provisions hereof SDM’s liability in respect of any Goods supplied to the Customer proved to be defective shall be limited to giving to the Customer a reasonable credit or allowance in respect of such defective Goods or, at SDM’s option, to replace such Goods at such address as the Customer and SDM may mutually agree.
8.3 Claim made in writing

Any claim in respect of Goods alleged to be defective or to have been wrongly supplied or to have been supplied otherwise than at the time, in the form or quantity, or according to the specification agreed or alleged to have been agreed, must be made in writing to SDM within a period of 30 days after delivery (or deemed delivery, as the case may be) and the alleged defective Goods must be available for inspection by SDM. Any claim for loss or damage to Goods in transit shall only be considered if pursuant to the delivery terms of the Contract the Goods were then at the risk of SDM and if such claim shall be made in writing to SDM within a period of 5 days from the date upon which (in the ordinary course of events) Goods should have been delivered.
8.4 Goods accepted by SDM

No liability in respect of Goods alleged to have been lost, undelivered, pilfered or damaged in transit shall be accepted by SDM where the risk in the Goods shall have passed to the Customer before the alleged incident or where the Customer’s carrier has given a receipt for the Goods. No Goods shall be returned to SDM save with its consent and SDM’s certificate as to the quality and conditions of the Goods so returned shall be final and binding.
8.5 No Liability
8.5.1  In no case shall SDM be liable for:

a) Any adverse effects resulting from application to the Goods of any process, operation or treatment unless specifically recommended or agreed to in writing by SDM; or

b) Any expenditure incurred by the Customer in respect of Goods alleged to be defective; or

c) Any loss of profit or any consequential or indirect loss or damage of any kind to the Customer or to any person to whom Goods were supplied by the Customer or to any employee, agent, licensee, invitee or customer of the Customer howsoever caused; or

d) Any Goods which have been processed in any way by the Customer or damaged after the risk in the Goods has passed to the Customer.
8.6   Life of Goods

No condition is made or to be implied nor is any warranty to be given or implied as to the life or wear of any of the Goods supplied or that they shall be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or condition are made known to SDM (unless the same has been expressly agreed by SDM in writing) and no terms, conditions, guarantees, representations or understandings made to the Customer by any of SDM’s salesmen, agents, employees or representatives shall be binding unless confirmed in writing by SDM.
8.7  Sale of Goods & Supply of Services Act 1980

8.7.1 Where the Customer is not a consumer within the meaning of Section 3 of the Sale of Goods & Supply of Services Act, 1980, liability in respect of any Goods supplied to the Customer proved to be defective shall be limited to the purchase price of such Goods actually paid under the Contract.

8.7.2     Where the Customer is a “consumer” within the meaning of the Sale of Goods & Supply of Services Act, 1980 (i.e. does not contract in the course of a business and does not hold himself out as so doing and is buying goods of a type ordinarily supplied for private use or consumption) nothing in these conditions shall vary the rights afforded to the Customer pursuant to Section 12, 13, 14 or 15 of the Sale of Goods Act, 1893 as amended.

8.7.3     SDM gives no guarantee as defined in Section 15 of the Sale of Goods and Supply of Services Act, 1980 in relation to the Goods the subject matter of this contract. In the event of the Goods being sold under this contract being sold with a guarantee from the original manufacturer thereof SDM undertakes no liability to the Customer for the observance of the terms of such guarantee. This Clause is for the express provision of limiting SDM’s liability under Section 17(1) of the Sale of Goods & Supply of Services Act, 1980.

8.7.4 SDM makes and gives no warranty condition or representation in regard to the Goods save as herein expressly stated and

8.7.5     it shall not be a condition of this contract that the Goods supplied hereunder are fit for the purpose for which the Customer wants them, whether or not this purpose has been made known to SDM and/or are of merchantable quality. The Customer accepts that prior to agreeing to purchase the Goods hereunder he has satisfied himself as to their fitness for his purpose and as to their merchantable quality in regard to the use for which he requires them and has not relied upon SDM’s skill, judgment or representations, if any, before so satisfying himself.
8.8 Sale of Goods Act, 1893

8.8.1     In the event of the Customer purchasing the Goods by description the provisions of Section 13 of the Sale of Goods Act, 1893 (which implies the term that the Goods shall correspond with their description) shall not apply to the Contract.

8.8.2     In the event of the Customer purchasing the Goods by sample the provisions of Section 15 Sub-Sections (a) & (b) of the Sale of Goods Act, 1893 (which imply that the bulk of the goods shall correspond with the sample in quality and that the Customer has had a reasonable opportunity of comparing the bulk with the sample) shall not apply to the Contract.

8.8.3     In the event of the Customer purchasing the goods by sample the provisions of Section 15 Sub-Section (c) of the Sale of Goods Act, 1893 (which implies that the sample and the goods are free from defects which are not apparent on a reasonable examination) shall not apply to this contract.

SECTION 9.0 - PATENTS TRADEMARKS AND DESIGNS

9.1  Infringement of Intellectual Property Rights

The Customer shall be responsible for any infringement with regard to patent, utility, model, trademark, design, copyright or other intellectual property right in any country without exception when such infringement is due to SDM having followed the design or instructions furnished by the Customer. The Customer shall be liable for and shall indemnify SDM against all loss, damages and expenses suffered or incurred by SDM as a result of any such infringement. In case any dispute and/or claim arises in connection with the above infringement, SDM reserves the right to cancel the Contract and to hold the Customer responsible for any loss caused thereby to SDM.
9.2 No Transfer of Intellectual Property Rights

Nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright in the Goods or in any product that the Goods can produce and all such rights are expressly reserved to SDM.
9.3  Specifications of Goods

All information concerning weights and dimensions, drawings, explanations, descriptions and illustrations submitted by SDM are to be considered as approximate only and are not binding.
9.4  Ownership of Drawings and other Documents

SDM will retain the exclusive ownership and all copyrights in respect of any drawings and other documents. Drawings and other documents must not be made accessible to third parties without SDM’s consent and shall be returned, if so requested.

SECTION 10.0 - EXPORT TERMS

10.1 Definitions

In this Section “Inco Terms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract was made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Inco Terms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Inco Terms and these Conditions, the latter shall prevail.
10.2 Part of Contract

Where the Goods are supplied for export from Ireland, the provisions of this Section shall, (subject to any special terms agreed

in writing between the Customer and SDM) apply notwithstanding any other provision of these Conditions. Where the Goods are not so supplied, this Section shall not form part of the Contract.
10.3 Obligations of the Customer

10.3.1 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination or for the payment of any duties thereon.

10.3.2   The Customer shall be responsible for arranging for testing and inspection of the Goods at SDM’s premises before shipment. SDM shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

10.3.3   Customs duties, consular fees and other taxes, duties or fees charged in accordance with the laws or regulations of the country of destination or any other country through which Goods are transported as well as any costs connected therewith shall be borne by the Customer.
10.4  Arbitration

Any dispute between the Customer and SDM may be referred by either party to arbitration pursuant to the rules for conciliation and arbitration of the International Chamber of Commerce, to be conducted in Dublin by a single arbitrator. Such arbitration shall be conducted in English and the decision of the arbitrator as to such dispute (and as to liability for costs of the arbitration) shall be final and binding.

SECTION 11.0 - NOTICES

Any notice required to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice.

SECTION 12.0 - APPLICABLE LAW

The Contract shall be governed by and construed in all respects (including the formation and performance thereof) in accordance with the laws of Ireland. The parties hereby submit to the non-exclusive jurisdiction of the Irish Courts.