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TERMS OF SALE

Version 1.1, June 2026

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DEFINITIONS

* “Coroflo”, “we”, “our” or “us” means Coroflo Limited, with registered company number 601826 and offices at DCU: Innovate, Old Finglas Road, Glasnevin, Dublin 11, D11 KXN4.

* “Contract” means the Terms together with the Order.

* “Customer”, “you” or “your” means the person, firm or organisation whose places an Order for the Goods. If you are buying Goods on behalf of your firm or organisation, you confirm that you have the legal authority to bind them to the Contract.

* “Goods” means the goods specified in the Order.

* “Initial Term” means 12 months.

* “Intellectual Property Rights” means all intellectual property rights of any nature anywhere in the world, whether registered or unregistered, including patents, trade marks, designs and copyright (including any applications for registrations).

* “Order” means the written order specifying the Goods and the price payable for the Goods, amongst other matters; any Coversheet issued by Coroflo to you will constitute an Order once signed or otherwise accepted by you.

* “Terms” means the standard terms and conditions of sale in this document.

 

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TERMS

These Terms apply to the Contract and all other terms, including the terms on any pre-printed purchase order form that you issue, or which are implied by law, trade custom, practice or course of dealing, are expressly excluded. You waive any right you may have to rely on any term endorsed on, delivered with, or contained in any of your documents that is inconsistent with these Terms.

We may amend these Terms at any time in our sole discretion. Any amendments will be effective subject to us sending notice of the change to you not less than 30 days before the effective date of the change. You will be deemed to have agreed to, and be bound by, the change unless you notify us of your objection in writing within 14 days of the receipt of the notice of change.

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ORDERS AND CONTRACT

You are deemed to have placed an order for Goods with us when you request Goods from us at any time by sending us your signed Order and we issue a written acceptance of that request. The Contract comes into existence on the date we first accept a signed Order from you, and shall continue for the Initial Term. After the Initial Term, the Contract automatically renews for successive 12 month periods unless a party provides a written termination notice to the other party at least 3 months before the end of the then current term. Any subsequent Orders requested by you and accepted by us during the term of the Contract shall be governed by the terms of the Contract and shall not create a new or separate contract.

All Orders must be in writing. You are responsible for the accuracy and completeness of any Orders you place. We are not responsible for any incorrect or incomplete Orders you place.

Once you submit an Order to us, you may only cancel that Order with our written approval and you remain liable for all of our costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of the cancellation.

After we accept an Order, we reserve the right to cancel the Order or reduce the volume of, or delay delivery under any accepted Order, in whole or in part, on giving you prompt written notice, if our ability to supply Goods is materially impacted by a shortage, scarcity, or unavailability of the Goods or of any required raw materials, or any unexpected and material increase in our costs of manufacturing, sourcing, or logistics which materially and adversely affects our ability to supply at the originally quoted price, or where legal or regulatory conditions affect our supply of Goods.

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DESCRIPTION OF GOODS SOLD

Any samples, drawings, descriptive material, weights, photographs or advertising we produce and any descriptions, illustrations and performances in our catalogues, pamphlets, price lists or other advertising matter are for the sole purpose of giving an approximate idea of the Goods. They do not form part of the Contract or of the description applied to the Goods and do not have any contractual force. You are responsible for ensuring that the terms of any Order you place, and any applicable specification of the Goods are complete, accurate and meet your requirements.

Any typographical or other errors or omissions in any sales literature, quotation, price list, website, confirmation of sale, invoice or other document or information we issue is subject to correction without any liability on our part.

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PRICE

The price for the Goods is set out in any signed Coversheet, and excludes amounts in respect of value added tax (VAT), import duties and any similar taxes, duties and levies of any kind, which you must pay to us at the prevailing rate.

Retail Pricing: You retain sole and independent discretion to determine and set the retail or resale price(s) at which you advertise, offer, or sell the Goods to your customers. Any Recommended Retail Price (RRP) or other pricing guidance provided by us to you from time to time is for informational purposes only, and any such guidance constitutes a strictly non-binding recommendation. We confirm that we will not condition any discounts, rebates, or commercial benefits on your adherence to recommended pricing.

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PAYMENT AND INVOICING

We have the right to invoice you for the Goods on or at any time after delivery. You must pay each invoice (without deduction or set-off): within 30 days of the date we issue the relevant invoice to you for the Goods.

You must pay all invoices in full and in cleared funds to a bank account nominated in writing by us. Time is of the essence for all payments by you under the Contract.

If you do not pay an invoice by the due date, then, without limiting other remedies available to us, we may:

* require you to pay interest on any unpaid amounts from the due date until payment of the overdue amount, whether before or after judgment. Interest under this paragraph 6.3.1 accrues each day at 8% a year above the European Central Bank’s interbank base rate (EURIBOR) from time to time;

* terminate the Contract and suspend any further deliveries to you;

* issue legal proceedings to recover any overdue amounts; and

* recover possession of or resell the Goods (or both), and we may enter your premises or any other premises at which the Goods are located for that purpose. You must pay all costs we incur in relation to recovering the overdue amounts and recovering or reselling, or attempting to recover or resell, the Goods, including legal fees on a full indemnity basis.

 

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DELIVERY

When the Goods are ready, we will make use reasonable endeavours to deliver them to at the time and location set out in the Order. Delivery is complete on our delivery of the Goods at the delivery point ready for unloading by you.

If, for any reason, you fail to accept delivery of any of the Goods on the date we deliver the Goods, or if we are unable to deliver the Goods on that date because you did not provide appropriate instructions, documents, licences or authorisations, we may, at our option, arrange to store the Goods, at your cost and risk, until you collect them.

If we provide you with a delivery date this is an approximate date only and assumes you have given us all necessary information to properly process your Order. Time of delivery is not of the essence. We are not responsible for any, direct or indirect, loss or damage arising from any late delivery or non-delivery of Goods. We may deliver the Goods in advance of the estimated delivery date.

We may, in our sole discretion, deliver the Goods in any number of instalments. Each shipment will constitute a separate sale which we will invoice, and you will pay for, separately. Any delay in delivery or defect in an instalment does not entitle you to cancel any other instalment and will not be deemed a repudiation of the Contract.

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RISK AND TITLE

The risk of loss or damage to the Goods passes from us to you as and from the point of delivery in accordance with paragraph 7.1. You are responsible for arranging and paying for insurance for the Goods against all risks for the full replacement value of the Goods from the time risk passes to you.

We remain the legal and beneficial owner of the Goods and each of the Goods until [[we receive payment (including any interest and taxes due) in full, in cleared funds, for the Goods (“Purchase Price”)] OR [we deliver the Goods to you]]. Title to the Goods, including full legal and beneficial ownership, only passes to you when we [[receive the Purchase Price] OR [we deliver the Goods to you].

[Until title to the Goods passes to you, you shall:

* store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;

* not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

* maintain the Goods in satisfactory condition and keep them insured against all risks on a full replacement cost basis from the date of delivery, noting our interest on the insurance policy;

* notify us immediately if you become subject to any event or circumstance listed in paragraph 15.1.2; and

* give us such information as we may from time to time reasonably require relating to the Goods, including their location.

 

At any time before title to the Goods passes to you, we may require you to deliver up or, where you have failed to pay any amount due under this Contract, may repossess any Goods in which title has not passed. You grant us, our agents and employees an irrevocable licence to enter any premises where the Goods are or may be stored for the purpose of inspecting or repossessing them.

If you sell or otherwise dispose of Goods in which title has not passed, you shall hold the proceeds of such sale or disposition on trust for us and shall account to us for such proceeds promptly.]

We may maintain an action for the price of the Goods notwithstanding that title to the Goods has not passed to you.

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RETURN OF GOODS

Subject to paragraph 9.3, you may only return Goods for credit if we deliver the Goods in error, or we otherwise agree to accept return of Goods.

We will only accept return of Goods for credit if:

* you notify us in writing of the error within [14] days of [delivery of the Goods] / [the dispatch date shown on the packing slip];

* you provide the correct order reference from our original invoice on the return; and

* the returned Goods are clean, without tickets or other markings and properly packed in original cartons, which are in an undamaged and resalable condition.

 

If you return Goods other than as a result of us delivering the Goods in error or delivering defective Goods, we will deduct an amount of [insert]% from any credit we refund to you to cover our handling and re-stocking costs.

If you return Goods as a result of us delivering the Goods in error, we will pay return delivery costs provided our nominated carrier is used, the Goods are correctly addressed to the return address below and the delivery is charged to our account at the same address. If you return Goods for any other reason, you are responsible for all packing, delivery and insurance costs to return Goods.

You must return any Goods to our warehouse at the following address: [insert address].]

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RECEIPT OF GOODS AND DEFECTS

You must inspect all Goods received as soon as practicable after delivery.

If you believe any of the delivered Goods are defective, you must notify us in writing of the defect within 10 days of delivery of the Goods and in accordance with the separate warranty document referenced in paragraph 11. You are deemed to have accepted the Goods unless you notify us otherwise in writing within 10 days of delivery of the Goods.

Unless the limited warranty in paragraph 11.1 applies, your acceptance of the Goods, waives any future rights to claims of damage against us to the maximum extent allowed by law.

If, when we inspect the defective Goods, we are satisfied that the Goods are defective, then we may, at our option, repair or replace the Goods, or refund you the amounts you have paid us for the Goods supplied (including the cost of returning them to us).

If, when we inspect the defective Goods, we are not satisfied that the Goods are defective, or we determine that the Goods are only defective because:

* you make any further use of the Goods after giving notice in accordance with paragraph 10.2;

* the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

* someone other than us alters, combines with third party equipment or software, or repairs the Goods without our written consent;

* the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

* the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements,

 

(each a “Customer Cause”), you must collect the Goods from us (at your own cost) within 14 days of notice from us to you that the Goods are not defective. If you do not collect the Goods within that time: (a) you must pay on demand any unpaid amounts and we reserve all rights in relation to the recovery of these charges; and (b) we may sell or otherwise deal with those Goods to the extent necessary to pay the costs of storing those Goods (with11.3 such costs being recoverable from you as additional charges) and may take any other action to otherwise mitigate our loss.

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LIMITED WARRANTY

We provide a Limited Manufacturer’s Warranty for purchasers of the Goods as set out in the separate warranty document, a copy of which has been shared with you.

To the maximum extent allowed by law, the remedy set out in the warranty document is your sole and exclusive remedy in respect of the Goods’ failure to comply with the warranty set out in that document.

We warrant that at the delivery date we will have the right to sell the Goods to you, free from any charge of encumbrance, and that the Goods will be certified for compliance with the CE mark.

Except for the Limited Manufacturer’s Warranty set out in paragraph 11.1 and the warranties in paragraph 11.3, we provide the Goods “as is” and you have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. We exclude all express and implied representations, warranties and conditions of any kind, whether oral or written, arising under statute (including without limitation the Sale of Goods Acts 1893 – 1980), custom, course of dealing, trade usage or otherwise, including any warranties of merchantability, description, fitness for a particular purpose, availability, satisfactory quality and non-infringement.

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INTELLECTUAL PROPERTY RIGHTS

As between us and you, all Intellectual Property Rights and all other rights in the Goods and our website and app shall be owned by us, our agents, subcontractors, consultants and employees as appropriate.

You must not engage in any action that may disparage, dilute the value of, or reflect negatively on us or the Goods.

You acknowledge that the Goods are marketed and positioned as premium, high-quality goods. Accordingly, you agree to maintain marketing, display, and sales standards that reflect this premium positioning.

If the Goods or packaging for the Goods is marked with any of our trade marks, logos or other information you must not: (a) remove any of that branding from the Goods; (b) tamper with, alter or obscure the branding in any way; or (c) place any other intellectual property on the Goods.

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LIABILITY

The limitations and exclusions in the Contract apply to every liability arising under or in connection with the Contract whether in contract, tort (including negligence), statute, misrepresentation, restitution or otherwise.

Nothing in the Contract limits or excludes any liability:

* for fraud or fraudulent misrepresentation; or

* which cannot be limited or excluded under applicable law.

 

Subject to paragraph 13.2, to the fullest extent allowed by law, we, our related companies and our and their respective officers, employees, contractors, agents, representatives and suppliers wholly exclude and under no circumstances are liable to you (or anyone else) for:

* any claim action or proceeding by a third party against you;

* any claim, liability or proceeding by a third party against us (or any loss or damage you incur or suffer as a result of any such claim, liability or proceeding);

* any loss or damage you incur; or

* loss of profits, loss of income or revenue, loss of sales or business; loss of contracts, loss of anticipated savings, loss of goodwill, corruption or loss of data, business interruption, or waste of management or office time, or any indirect or consequential loss even where we have been advised of the possibility of such loss or damage, arising out of, or in connection with the Contract or any of the Goods or the supply, use or operation of the Goods.

 

Subject to paragraphs 13.2 and 13.3, to the maximum extent allowed by law, for any liability which we cannot lawfully exclude (but can limit) our liability is limited to our choice of repairing or replacing the Goods or paying the cost of repairing or replacing the Goods and in any event shall not exceed the total price paid by you for the Goods under the specific Order giving rise to the relevant claim.

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CONFIDENTIAL INFORMATION

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by these Terms.

Each party may disclose the other party's confidential information:

* to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause;

* and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

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TERMINATION

Without limiting our other rights or remedies under the Contract or at law, we have the right to suspend provision of all or any of the Goods or terminate the Contract immediately if:

* you commit a material breach of any term of the Contract that you do not remedy within 10 days of receiving notice from us to do so;

* you are declared insolvent, appoint an administrator, examiner or receiver, are unable to pay your debts when they are due, enter into an arrangement with your creditors, anyone takes action intended to wind up your business, or we believe any of these things is likely to happen;

* your financial position deteriorates to such an extent that we believe your capability to adequately fulfil your obligations under the Contract is in jeopardy;

* you fail to pay any amount due under a Contract on the due date for payment; or

* in our sole discretion, you have infringed your obligations in paragraph 12 [and have not addressed the issue to our satisfaction within 10 business days of notice from us].

 

On termination of the Contract for any reason you must immediately pay us any outstanding unpaid invoices and interest and, in respect of supplied Goods for which no invoice has been submitted, we will submit an invoice, which you must pay immediately on receipt.

Termination or expiry of the Contract does not affect any of our rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. Paragraphs 12, 13, 14, 15 and 17 any other provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

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BUSINESS REVIEW AND FEEDBACK

You and we each agree to engage in good faith in meeting(s) at the frequency for Business Review meetings stated in the Coversheet (if any), to review the arrangements under this Contract, the level of sales of the Goods by You to consumers, and the pipeline or forecast for future sales of Goods.

You agree to maintain accurate records of all customer or consumer feedback, inquiries, claims, and complaints regarding the Goods (collectively, "Feedback"), and you will send us a written summary of all routine Feedback on a quarterly basis, or at the Business Review meetings (if any are so specified in the Coversheet). You also agree to notify us in writing promptly, but in no event later than 48 hours after receipt, of any Feedback that alleges:

* A defect in the design, manufacture, or packaging of the Goods;

* Any injury to person or property, or a potential health or safety risk associated with the use of the Goods; or

* Any non-compliance of the Goods with applicable laws, regulations, or industry standards, (collectively “Urgent Feedback”),

 

and any notification of Urgent Feedback must include a detailed description of the issue, the specific product identifiers (e.g., lot number, batch number, SKU, or date of purchase), and any documentation or photographs provided by the consumer, but will not include any personal data of the consumer except with the consumer’s consent.

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GENERAL

When we use the words "writing" or "written" in these terms, this includes emails. In the Contract, the singular includes the plural, and the masculine includes the feminine and neuter and vice versa. The headings in the Contract are for convenience only and do not affect interpretation. Any ambiguities in the interpretation of the Contract will not be construed against the drafting party.

The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous contracts, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to the subject matter.

We may, at any time, assign, transfer, subcontract, delegate, or deal in any other manner with all or any of our rights or obligations under the Contract. You must not assign, transfer, subcontract, delegate, or deal in any other manner with all or any of your rights or obligations under the Contract without our express written approval.

The relationship between you and us is that of independent contractors. Nothing in the Contract creates any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between you and us, and neither party has any authority to contract for nor bind the other party in any manner.

Each party must comply with all applicable laws.

Any variation of the Contract that you propose is only valid if in writing and signed by an authorised representative of you and us.

No failure or delay by us in exercising any right or remedy provided under the Contract or by law constitutes a waiver of that or any other right or remedy, and it doesn’t prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy prevents or restricts the further exercise of that or any other right or remedy.

We will not be in breach of the Contract and are not liable for any delay or failure to perform any of our obligations under the Contract if the delay or failure results from any event beyond our reasonable control. In such circumstances we are entitled to a reasonable extension of the time for performing such obligations.

If a court of competent jurisdiction determines any provision or part-provision of the Contract invalid, illegal or unenforceable, it will be deemed deleted, but that does not affect the validity and enforceability of the rest of the Contract.

The existence, formation, interpretation, operation and termination of the Contract and all matters or disputes (whether contractual or non-contractual) arising out of or in connection with the Contract or its subject matter will be governed by and interpreted in accordance with the laws of Ireland. Each party irrevocably and unconditionally agrees that the courts of Ireland have exclusive jurisdiction to settle all matters or disputes (whether contractual or non-contractual) arising out of or in connection with the Contract or its subject matter.