Terms & Conditions

General Terms and Conditions of Sale

Preamble — Identification of the Seller

These General Terms and Conditions of Sale (the "Terms") govern all sales of products through the website https://www.sp-spareparts.com/ (the "Website") operated by:

SP Industries Limited, a private limited company incorporated in Ireland, with registered office at 39 Marlborough Court, Dublin, D01 XC79, Ireland. CRO Number: 622265. VAT Number: IE 3538008UH (the "Seller", "we", "us", or "our").

Article 1 — Purpose, Scope and Acceptance

1.1 Purpose

These Terms set out the rights and obligations of the parties in connection with the online sale of products listed in the catalogue available on the Website.

1.2 Acceptance

By validating an Order on the Website, the Customer expressly accepts these Terms in full. No conflicting or supplementary terms proposed by the Customer shall apply unless expressly accepted in writing by the Seller.

1.3 Customers

The Website is open both to business customers and to consumers within the meaning of Irish and EU consumer law. Where a provision of these Terms applies only to one category of Customer, this is expressly indicated. Mandatory consumer protections under Irish and EU law are preserved in all cases and prevail over any contrary provision of these Terms.

1.4 Applicable version

The version of the Terms applicable to an Order is the version published on the Website on the date on which the Order is validated. The Seller reserves the right to amend the Terms; any new version will be published on the Website and will apply to Orders placed after its publication.

1.5 No waiver

The failure by the Seller to enforce, at any time, any provision of these Terms shall not be construed as a waiver of such provision or of the right to enforce it at a later date.

Article 2 — Definitions

"Customer": any natural or legal person placing an Order on the Website. Where the Customer acts outside the scope of his or her trade, business, craft or profession, the Customer qualifies as a "Consumer" within the meaning of Irish and EU consumer law; otherwise, the Customer is a "Business Customer".

"Order": any purchase order placed by the Customer through the Website in accordance with these Terms.

"Order Form": the electronic summary of the Order generated by the Website prior to validation.

"Product": any good offered for sale in the catalogue published on the Website.

"Product Sheet": the descriptive page of a Product on the Website.

"Account": the personal account opened by the Customer on the Website.

"Customer Service": the Seller's customer support team, reachable by telephone at +353 1 525 5862 (Monday to Friday, 8:00 to 19:00, Irish time), by email at support@sp-spareparts.com, or by post at 39 Marlborough Court, Dublin, D01 XC79, Ireland.

"Carrier": any postal or courier service appointed by the Seller for delivery of Products.

"OEM": the original equipment manufacturer that originally designed and manufactured a given Product reference.

"Aftermarket Product": a Product manufactured by a third-party manufacturer (not the OEM) designed to be functionally compatible with an OEM model or reference.

Article 3 — International Sales Outside the European Economic Area

This Article 3 applies in addition to the other provisions of these Terms where the Customer is established, or the delivery address is located, outside the European Economic Area ("International Customer"). In case of conflict between this Article 3 and any other provision of these Terms, this Article 3 prevails for International Customers.

3.1 Customer as importer of record

The International Customer is the importer of record and is solely responsible for: (i) compliance with all import laws, customs procedures and documentation requirements of the country of destination; (ii) payment of all import duties, customs fees, tariffs, value-added taxes, sales taxes, use taxes and any other taxes or levies imposed by the destination country or any of its political subdivisions; (iii) obtaining any import licences, permits or authorisations required; and (iv) compliance with any restrictions on the use, resale, distribution or re-export of the Products in the destination country.

3.2 Local certifications and regulatory compliance

The Products are manufactured to applicable European and international industrial standards (such as ISO, DIN, EN). The Seller does not represent or warrant that the Products comply with any local certification, marking, labelling or regulatory requirement of the destination country (including, without limitation, UL, CSA, FCC, FDA, DOE, ANSI, AGMA, ASTM, AAR, FAA or similar national or sector-specific certifications).

The International Customer is solely responsible for verifying, before placing an Order, that the Products are lawful to import, sell, install and use in the destination country, and for obtaining any local certifications required. The Seller's responsibility ends upon delivery of conforming Products to the Carrier.

3.3 Disclaimer of implied warranties (United States Business Customers)

To the maximum extent permitted by applicable law, where the International Customer is a Business Customer located in the United States of America, all implied warranties under the Uniform Commercial Code or any state-law equivalent — including, without limitation, the implied warranty of merchantability, the implied warranty of fitness for a particular purpose, and any warranty arising from course of dealing or usage of trade — are hereby disclaimed. The Products are sold "as is" save for the express warranty regime set out in Article 12.

3.4 Limitation of liability for International Customers

In addition to the limitations set out in Article 16.2, where the International Customer is a Business Customer:

• the Seller shall not be liable for any punitive, exemplary, multiplied or statutory damages, regardless of the legal basis of the claim;

• the Seller shall not be liable for any loss arising from non-compliance with local certifications or regulations (Article 3.2);

• the aggregate caps set out in Article 16.2 apply in euros (€); for the purposes of any claim quantified in another currency, conversion shall be at the European Central Bank reference rate on the date the claim is notified.

3.5 Class action waiver

Where the International Customer is a Business Customer, the International Customer agrees that any dispute with the Seller shall be resolved on an individual basis only. The International Customer waives any right to bring or participate in any class action, collective action, mass action, representative action or consolidated proceeding against the Seller. This waiver does not apply where the Customer is a Consumer and applicable law prohibits such waiver.

3.6 Arbitration

For International Customers acting as Business Customers, and notwithstanding Article 20.4, any dispute with the Seller which has not been resolved through the procedures in Articles 20.2 and 20.3 shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this Article. The number of arbitrators shall be one. The seat of the arbitration shall be Dublin, Ireland. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction, in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention, 1958).

3.7 Export control and sanctions

The International Customer represents and warrants that: (i) it is not subject to any economic sanctions, trade restrictions or embargoes imposed by the European Union, the United Nations, the United States, the United Kingdom or any other competent authority; (ii) it will not export, re-export, transfer or supply the Products in violation of any applicable export-control law (including, where applicable, EU Regulation 2021/821 and the U.S. Export Administration Regulations); and (iii) it will not use the Products for any purpose related to nuclear, chemical or biological weapons or missile-delivery systems. The Seller may refuse, suspend or cancel any Order without liability if it considers, in good faith, that any of the above representations is not, or is no longer, accurate.

3.8 Critical applications — reminder

The provisions of Article 16.3 (Critical Applications) apply with particular force to International Customers, given the heightened liability regimes existing in certain jurisdictions, including the United States. The International Customer acknowledges having read and understood Article 16.3 and accepts the Customer's indemnity obligation set out in Article 16.4.

Article 4 — Formation of the Contract

4.1 Contractual documents

The contract between the Seller and the Customer is formed by the following documents, which together constitute the entire agreement:

• these Terms;

• the Order Form validated by the Customer;

• the Seller's express acceptance of the Order;

• the Invoice issued by the Seller.

4.2 Steps

The online sale is concluded only upon completion of the following steps: (i) reading and acceptance of these Terms by the Customer; (ii) provision by the Customer of all information required to generate the Order Form; (iii) validation of the Order by the Customer; (iv) validation of the payment; and (v) acceptance of the Order by the Seller in accordance with Article 9 below.

4.3 Language

The contractual documents are drafted in English. The Customer represents that he or she has sufficient command of English to understand them. Where the Website or contractual documents are made available in other languages, such translations are for convenience only and the English version prevails in case of inconsistency.

4.4 Archiving and access

Contractual documents are archived in the Customer's Account and can be consulted and printed by the Customer at any time, save for payment data which is not stored by the Seller.

Article 5 — Products and Availability

5.1 Catalogue

The Seller offers for sale the Products presented in the catalogue published on the Website. The essential characteristics of each Product are described on the relevant Product Sheet.

5.2 Sources of catalogue content

The information displayed on the Product Sheets, including but not limited to technical specifications, compatibility indications, cross-references between manufacturers, datasheets, dimensions, performance data, photographs, illustrations and availability indicators, may originate from various sources, including:

• manufacturers and authorised distributors;

• the Seller's suppliers and resellers;

• public technical databases and standards bodies;

• automated data feeds and synchronisation systems;

• internal enrichment tools and AI-assisted content generation, normalisation or translation processes;

• third-party commercial data providers.

The Seller endeavours to present this information as accurately as possible but does not guarantee its absolute accuracy, completeness, currency or absence of errors. The Seller does not claim ownership of third-party manufacturer specifications.

5.3 Images and illustrations

Photographs, drawings, renderings and other illustrations of the Products are provided for indicative and illustrative purposes only and are non-contractual. Delivered Products may differ from the images shown in respect of, in particular: packaging, branding, labelling, accessories included, country of origin marking, manufacturing revision, or regional version. Such variations do not constitute a lack of conformity provided the essential characteristics of the Product remain in conformity with the Product Sheet.

5.4 Cross-references and compatibility

Where a Product Sheet indicates compatibility with, or equivalence to, a product manufactured by a different manufacturer ("cross-reference"), such cross-reference is provided for technical information only and does not constitute a contractual warranty of full interchangeability. The Customer remains solely responsible for verifying technical suitability under Article 16.3.

5.5 Availability and substitution

The Seller undertakes to fulfil validated Orders subject to the availability of stock, whether held by the Seller or by its suppliers. Stock indicators displayed on the Website are estimates based on the latest available data and are not binding.

In the event that a Product becomes unavailable after an Order has been placed, the Seller may, at its discretion: (i) deliver an equivalent or superior Product (same or better technical specifications, equivalent function and at no additional cost to the Customer); (ii) offer a refund of the sums paid for the unavailable Product; or (iii) propose an alternative Product subject to the Customer's agreement. Where the Seller exercises the substitution option, the Seller will inform the Customer of the substitution before shipment, and the Customer (whether a Business Customer or a Consumer) is entitled to refuse the substitution and obtain a full refund.

5.6 Refund time limit

Where a refund is due under this Article, the Seller will issue the refund without undue delay and in any event no later than thirty (30) days from the date on which the Seller is informed of the Customer's decision to obtain a refund. This 30-day period is offered by the Seller as a commercial commitment above the 14-day statutory minimum applicable under Regulation 18 of the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (S.I. 484/2013).

Article 6 — Orders

6.1 Legal capacity

Only persons with full legal capacity to enter into binding contracts may place Orders.

6.2 Account registration

Before placing a first Order, the Customer is required to register on the Website and to provide accurate and complete information, including: name, postal address, telephone number, email address, and payment method details. Business Customers are required to provide, in addition, the legal name of the business and a valid VAT registration number or equivalent business identification number, which may be verified through the EU VIES system. The Customer is responsible for keeping the password to the Account confidential.

6.3 Order Form

The Customer must indicate on the Order Form: (i) the Product(s) ordered, with their references; (ii) the delivery address and any access information necessary for delivery; and (iii) a contact telephone number for delivery purposes.

6.4 Validation

Before validation, the Customer must review the Order Form and correct any errors. The Order is validated by the Customer through the payment process or, where authorised, by email confirmation.

6.5 Customer errors

The Seller is not liable for errors made by the Customer when completing the Order Form, nor for the consequences of such errors in terms of delivery delay or misdelivery. Any costs of redelivery resulting from a Customer error will be borne by the Customer.

Article 7 — Price

7.1 Composition

The total price of an Order is composed of: (i) the price of the Product(s); (ii) handling and processing charges, if any; and (iii) delivery charges. Each component is detailed on the Order Form before validation.

7.2 Currency and tax

Prices on the Website are quoted in euros and include applicable VAT for deliveries within the European Union to Consumers. For Business Customers, intra-EU B2B transactions may benefit from the reverse-charge mechanism subject to provision of a valid VAT number. For deliveries outside the European Union, prices are quoted exclusive of VAT; import duties and taxes are payable by the Customer in accordance with Article 8.8 and Article 3.

7.3 Delivery charges

Delivery charges depend on the weight, volume and destination of the Order and are calculated according to the tariffs of the Carrier. The applicable amount is shown on the Order Form prior to validation.

7.4 Errors and right to cancel

All prices, stock levels and product information displayed on the Website are subject to manifest error. The Seller reserves the right to cancel any Order, in whole or in part, where the Order is affected by:

• a manifest pricing error;

• an inventory or stock-synchronisation error showing availability that does not in fact exist;

• a software malfunction or data-feed failure affecting price, description or availability;

• an algorithmic or automated-pricing anomaly;

• a manifest error in product description, compatibility or specification.

Where an Order is cancelled under this Article, the Seller will inform the Customer as soon as reasonably practicable and refund any sums already paid within the period set out in Article 5.6.

Article 8 — Payment

8.1 Payment terms

Payment is due in euros, in full, at the time the Order is placed, unless otherwise agreed in writing. The accepted methods of payment are: credit and debit card (Visa, Mastercard), PayPal, and bank transfer where expressly authorised by the Seller.

8.2 Authorisation

By providing payment details, the Customer warrants that he or she is duly authorised to use the chosen means of payment and that the available funds are sufficient to cover the total amount of the Order.

8.3 Security and storage of payment data

Payment is processed through secure payment service providers. Banking data is transmitted in encrypted form directly to the payment processor and is not stored by the Seller.

8.4 Late payment — Business Customers

Where the Customer is a Business Customer and payment is not made by the due date set out on the invoice (or, in the absence of such date, within thirty (30) days of the invoice date), the Seller is entitled, without prior notice and without prejudice to any other remedy, to claim:

• interest on the outstanding amount, accruing from the day following the due date until the date of actual payment, at the European Central Bank's main refinancing rate plus eight (8) percentage points, in accordance with Regulation 5 of the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. 580/2012);

• a fixed compensation of forty euros (€40) per invoice for recovery costs, in accordance with Regulation 9 of S.I. 580/2012;

• reasonable additional recovery costs actually incurred (including, without limitation, lawyer's fees, collection agency fees and court costs), to the extent that these exceed the fixed €40 compensation.

Interest accrues automatically by operation of law and does not require any formal demand.

8.5 Late payment — Consumers

Where the Customer is a Consumer, no contractual penalty interest is applied. The Seller's remedies in the event of late payment are limited to those provided by general Irish law.

8.6 Chargebacks and reversed payments

Where a payment is reversed, charged back, disputed or otherwise withdrawn after the Order has been processed or delivered, and the Seller considers in good faith that the reversal is unjustified, the Seller reserves the right to:

• contest the reversal with the relevant payment service provider, including by submitting documentary evidence of the Order and the delivery;

• claim from the Customer the full amount of the reversed payment, together with any fees charged by the payment service provider as a result of the reversal;

• in the case of Business Customers, apply the late-payment interest and compensation set out in Article 8.4 from the date of the reversal;

• suspend any further Orders or deliveries to the Customer until the dispute is resolved.

The Customer undertakes to contact Customer Service before initiating any chargeback or payment dispute, in order to allow the parties to resolve the matter amicably.

8.7 Suspension of pending Orders

The Seller may suspend or cancel any pending Order or delivery, whether or not relating to the unpaid invoice, in the event of: (i) non-payment of any sum due under a previous Order; (ii) a payment incident on a previous Order; or (iii) any unresolved dispute relating to a previous Order.

8.8 Customs (deliveries outside the EU)

For deliveries outside the European Union, the Customer is the importer of record and is responsible for all applicable import duties, taxes and customs clearance fees, in accordance with Article 3.1.

Article 9 — Acceptance or Refusal of the Order

Subject to legitimate grounds for refusal, the Order is expressly accepted by the Seller. The Seller may refuse an Order on the following legitimate grounds:

• anomaly or inconsistency in the Order Form;

• refusal or failure of payment;

• unpaid balance from a previous Order;

• unavailability of the Product;

• reasonable suspicion of fraud;

• prior unresolved dispute between the Customer and the Seller;

• abusive, threatening or offensive conduct towards the Seller's staff;

• export-control, sanctions or compliance concerns.

Acceptance or refusal of the Order is notified to the Customer by email. The contract is concluded on the date of acceptance.

Article 10 — Delivery

10.1 Delivery address

Products are delivered to the address indicated by the Customer on the Order Form. The address must be a physical postal address. The Seller may refuse delivery to a P.O. Box.

10.2 Method and partial shipments

Orders are generally delivered in a single shipment. However, the Seller reserves the right to perform partial shipments where:

• some references in the Order are temporarily unavailable;

• the Order contains references with different lead times (in particular, stock items together with Special Orders within the meaning of Article 10.3);

• logistical or operational considerations make partial shipment preferable.

Business Customers. Where the Customer is a Business Customer, partial shipments may be performed without prior agreement. Any additional shipping costs resulting from partial shipments will be borne by the Seller; no additional delivery charge will be invoiced to the Customer beyond the original delivery charge shown on the Order Form.

Consumers. Where the Customer is a Consumer, the Seller will inform the Consumer before performing a partial shipment and obtain the Consumer's agreement. In the absence of agreement, the Consumer may request delivery in a single shipment, request a refund for the unavailable portion of the Order, or withdraw from the contract as a whole in accordance with Articles 10.4 and 13.

10.3 Delivery time

The applicable delivery time is determined as follows, in order of priority:

• the specific delivery time indicated on the Product Sheet, where available;

• the specific delivery time indicated on the Order Form and confirmed by the Seller in the Order acceptance email;

• in the absence of any specific time indicated above, a default delivery time of thirty (30) days from the conclusion of the contract.

Time periods are calculated in calendar days but exclude weekends and Irish public holidays for the purpose of computing the Seller's working time. All delivery times are subject to confirmation of stock availability.

Special Orders. Certain Products are not held in stock and are ordered from the manufacturer on a per-Order basis ("Special Orders"). For Special Orders, the delivery time may extend up to sixty (60) days from the conclusion of the contract. Where a Product qualifies as a Special Order, this is indicated on the Product Sheet, together with an estimated delivery time. By validating the Order Form for a Special Order, the Customer expressly accepts the extended delivery time.

10.4 Late delivery — Consumers

Where the Customer is a Consumer and the Seller fails to deliver the goods within the applicable delivery time determined under Article 10.3 (including, where applicable, the extended time for Special Orders), the Consumer is entitled to request delivery within an additional reasonable period appropriate to the circumstances.

If the Seller fails to deliver within that additional period, the Consumer is entitled to terminate the contract and obtain a full refund of all sums paid, without undue delay, in accordance with Regulation 17 of the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (S.I. 484/2013).

Where the agreed delivery time is essential to the Consumer having regard to all the circumstances of the contract, or where the Consumer informs the Seller before the conclusion of the contract that delivery by a specified date is essential, the Consumer is entitled to terminate the contract immediately upon expiry of that date.

10.5 Late delivery — Business Customers

Where the Customer is a Business Customer, delivery times indicated by the Seller are estimates only. Delay in delivery does not entitle the Business Customer to claim damages, to reject the Products or to terminate the contract, except where the delay exceeds sixty (60) days beyond the indicated delivery time and the Customer has, after such delay, granted the Seller a written additional period of at least fifteen (15) days which has also expired without delivery. The Seller's liability for any delay remains subject to Article 16.2.

10.6 Receipt and inspection

The Customer (or the recipient designated by the Customer) undertakes to take delivery of the Products at the indicated address and to verify their condition upon delivery. Apparent defects or non-conformities must be notified to the Seller as soon as reasonably practicable.

Article 11 — Transfer of Risk and Ownership

11.1 Risk — Consumers

Where the Customer is a Consumer, the risk of loss or damage to the Products passes to the Customer when the Customer (or a third party indicated by the Customer, other than the Carrier) takes physical possession of the Products, in accordance with Regulation 32 of S.I. 484/2013.

11.2 Risk — Business Customers

Where the Customer is a Business Customer, the risk of loss or damage to the Products passes to the Customer upon handover of the Products to the Carrier.

11.3 Ownership

Ownership of the Products is transferred to the Customer upon full payment of the price, including all fees and taxes. Until full payment, the Seller retains title over the Products ("retention of title").

Article 12 — Warranties

12.1 Consumers — statutory conformity guarantee

Where the Customer is a Consumer, the Customer benefits from the statutory conformity guarantee provided by the Consumer Rights Act 2022 (Ireland), implementing Directive (EU) 2019/771. The Seller is responsible to the Consumer for any lack of conformity which exists at the time of delivery and which becomes apparent within two (2) years from delivery.

In the event of a lack of conformity, the Consumer is entitled to: (i) repair or replacement of the goods, free of charge, within a reasonable time and without significant inconvenience; or (ii) where repair or replacement is not possible, disproportionate or has not been carried out in a reasonable time, an appropriate price reduction or termination of the contract. These remedies are exercised against the Seller directly.

The Seller's statutory liability under this Article 12.1 is independent of any manufacturer commercial warranty and is not affected by the Seller's status as a non-authorised distributor. Where the manufacturer declines to honour its commercial warranty for that reason, the Consumer's statutory remedies against the Seller remain fully available.

12.2 Business Customers — limited warranty

Where the Customer is a Business Customer, the parties expressly agree that:

• the statutory protections of the Consumer Rights Act 2022 do not apply;

• warranties, conditions and other terms implied by statute or common law (including, without limitation, the conditions implied by the Sale of Goods Act 1893 as amended) are excluded to the fullest extent permitted by law;

• the Seller's warranty obligations are limited to passing on to the Business Customer the benefit of any commercial warranty offered by the manufacturer, on a back-to-back basis;

• where the manufacturer declines, in whole or in part, to honour its commercial warranty, the Seller is not obliged to assume the cost of repair, replacement or refund, save in case of fraud, wilful misconduct or gross negligence on the part of the Seller;

• the Seller's overall liability remains subject to Article 16.2.

Notwithstanding the above, the Seller will use reasonable commercial efforts to assist Business Customers in lodging warranty claims with the manufacturer and in mediating with the manufacturer's service network where appropriate.

12.3 Procedure for warranty claims

Warranty claims must be addressed to Customer Service, accompanied by: (i) the original invoice or proof of purchase; (ii) a description of the defect; and (iii) where reasonably possible, photographs or other evidence of the defect. The Seller will acknowledge the claim within a reasonable time and indicate the next steps.

12.4 Exclusions

No warranty (whether statutory in the case of Consumers, or contractual in the case of Business Customers) applies where the defect results from:

• modification of the Product without the prior written consent of the Seller or the manufacturer;

• servicing, repair or installation by an unauthorised third party;

• use of the Product in conditions or for purposes other than those described in the manufacturer's documentation;

• accident, misuse, neglect, improper storage or normal wear and tear;

• failure to follow the manufacturer's installation, operation or maintenance instructions.

In the case of Consumers, the exclusions above apply only to the extent permitted by the Consumer Rights Act 2022 and do not affect statutory rights that cannot be excluded by contract.

Article 13 — Right of Withdrawal (Consumers)

13.1 Withdrawal right

Where the Customer is a Consumer, the Customer has the right to withdraw from the contract without giving any reason within sixty-five (65) clear days from the day on which the Customer (or a third party indicated by the Customer, other than the Carrier) acquires physical possession of the goods. This 65-day period is offered by the Seller as an extended commercial right of withdrawal, going beyond the 14-day statutory minimum set out in Regulation 13 of S.I. 484/2013.

13.2 Exercise

To exercise the right of withdrawal, the Customer must inform the Seller of his or her decision to withdraw by an unequivocal statement (for example, by post or email to Customer Service). The Customer may use the model withdrawal form provided on the Website but is not obliged to do so.

13.3 Effects

The Customer must return the Products to the Seller without undue delay and in any event no later than fourteen (14) days from the day on which the Customer communicated his or her decision to withdraw. The Customer bears the direct cost of returning the goods. The Seller will reimburse all payments received, including the standard cost of delivery, less a fifteen percent (15%) restocking fee for Products returned within the first thirty (30) days following delivery, without undue delay and in any event no later than thirty (30) days from the day on which the Seller is informed of the decision to withdraw. The Seller may withhold reimbursement until receipt of the Products or evidence of return, whichever is the earlier.

13.4 Statutory exceptions

The right of withdrawal does not apply to contracts excluded under Regulation 13 of S.I. 484/2013, including in particular:

• the supply of goods made to the Consumer's specifications or clearly personalised;

• the supply of goods which are liable to deteriorate or expire rapidly;

• the supply of sealed goods which are not suitable for return for reasons of health protection or hygiene and which were unsealed after delivery;

• the supply of sealed audio or video recordings or sealed computer software which were unsealed after delivery.

Where an exclusion applies, this is indicated on the relevant Product Sheet.

Article 14 — Returns

14.1 Grounds for return

Returns may be accepted in the following situations: (i) exercise of the right of withdrawal by a Consumer in accordance with Article 13; (ii) lack of conformity in accordance with Article 12 (Consumers) or under the warranty regime applicable to Business Customers; (iii) apparent defect notified upon delivery; or (iv) commercial returns accepted by the Seller at its discretion.

14.2 Procedure

The Customer must contact Customer Service to obtain a return authorisation reference number before sending back any Product. Returns sent without a reference number may be refused or subject to delayed processing.

14.3 Condition of returned Products

Save where the Product is defective or non-conforming, Products must be returned in their original packaging, complete with all accessories and documentation, and in a condition allowing resale.

14.4 Return shipping costs

Unless otherwise agreed, return shipping costs are borne by the Customer, except in cases where the return is due to a fault attributable to the Seller (defect, non-conformity, error in shipment), in which case the Seller bears the cost.

14.5 Cash on delivery

Returns sent cash-on-delivery will not be accepted.

Article 15 — Manufacturer References, Trade Marks and Product Origin

15.1 No affiliation with manufacturers

The Seller is an independent reseller. The Seller is not an authorised distributor, official partner, agent, licensee, subsidiary or affiliate of any of the manufacturers, brands or original equipment manufacturers ("OEMs") whose products or compatible products are offered for sale on the Website, unless expressly and specifically stated otherwise on the relevant Product Sheet.

No statement made on the Website should be construed as implying any commercial relationship, endorsement, sponsorship, certification or approval by any third-party manufacturer or brand owner.

15.2 Trade marks — nominative use

All trade marks, trade names, logos, model numbers, part numbers and other distinctive signs referring to third parties and appearing on the Website are the property of their respective owners.

Where the Seller refers to a third-party trade mark or model number, such reference is made solely on a descriptive (nominative) basis, for the limited purpose of identifying the product, its intended application, its compatibility or its origin, in accordance with Article 14(1)(c) of Regulation (EU) 2017/1001 on the European Union trade mark and equivalent national provisions. Such use does not imply any commercial connection with the trade mark owner.

15.3 Product range — OEM and Aftermarket

The Seller offers two categories of Products, identified on each Product Sheet:

(a) OEM Products. Products manufactured by the original equipment manufacturer (OEM) identified on the Product Sheet and bearing the OEM's trade mark. Such Products are sourced through professional commercial channels established within the European Economic Area (EEA), primarily from large-scale European distributors and resellers. Where an OEM Product has been placed on the market within the EEA by the trade mark proprietor or with its consent, the trade mark rights in that Product are exhausted within the meaning of Article 15 of Regulation (EU) 2017/1001, and the Seller is entitled to resell it throughout the EEA. The Seller relies in good faith on the representations made by its professional suppliers as to the origin and lawful commercial channel of OEM Products supplied. Given the Seller's position as an independent reseller in a multi-layered distribution chain, the Seller does not represent or warrant, in respect of each individual OEM Product, the specific commercial channel through which it originally entered the EEA.

(b) Aftermarket Products. Products manufactured by third-party manufacturers (not the OEM) designed to be functionally compatible with an OEM model or reference. Aftermarket Products are clearly identified as such on the Product Sheet, together with the identity of the actual manufacturer. References to OEM model numbers on Aftermarket Product Sheets are made solely on a nominative basis to identify compatibility, in accordance with Article 15.2. Aftermarket Products bear the trade mark of their actual manufacturer (or no trade mark), not the OEM's trade mark.

15.4 Product authenticity

The Seller commits to source Products through professional industrial supply chains and applies reasonable diligence in the selection and monitoring of its suppliers. The Seller's commitment under this Article is an obligation of means: the Seller cannot guarantee in absolute terms that every Product handled through its supply chain is free from any defect of authenticity that could not be detected by reasonable inspection. In the event that a Product delivered is found not to conform to its description on the Product Sheet, the Customer is entitled to the remedies set out in Articles 12 and 14.

15.5 Manufacturer warranties

Important: As the Seller is not an authorised distributor of the relevant OEM manufacturers, any commercial warranty offered by the OEM may not be honoured by the OEM's own service network. The Seller cannot guarantee access to the OEM's warranty channels. The Customer's contractual remedies against the Seller are set out in Article 12. Consumer Customers further benefit from the statutory conformity guarantee under Article 12.1, directly enforceable against the Seller regardless of any manufacturer position.

For Aftermarket Products, the applicable warranty is that of the actual manufacturer of the Aftermarket Product, on the same basis described in Article 12.

15.6 Cooperation with rights holders

Where reasonably necessary and where the information is available, the Seller will use reasonable efforts to provide, upon legitimate request from a competent authority or rights holder, the commercial documentation supporting the EEA origin of a given OEM Product.

Article 16 — Liability

16.1 Consumers

Nothing in these Terms excludes or limits the Seller's liability where such exclusion or limitation would be contrary to the Consumer's statutory rights under Irish or EU law. In particular, the Seller's liability is not excluded or limited in respect of:

• death or personal injury caused by the Seller's negligence;

• fraud or fraudulent misrepresentation;

• any breach of the statutory conformity rights under the Consumer Rights Act 2022;

• liability under the European Communities (Liability for Defective Products) Regulations 1991, transposing Directive 85/374/EEC, where applicable.

16.2 Business Customers — cap on liability

Where the Customer is a Business Customer, the following limitations apply, to the fullest extent permitted by law:

• the Seller's total aggregate liability arising out of or in connection with any single Order (whether in contract, tort including negligence, breach of statutory duty or otherwise) is limited to the greater of: (i) the price paid by the Customer for the Products giving rise to the claim; or (ii) five thousand euros (€5,000);

• the Seller's total aggregate liability in respect of all Orders placed by the same Customer in any rolling twelve-month period is limited to twenty-five thousand euros (€25,000);

• the Seller is not liable for any indirect, consequential, special, incidental or punitive loss, nor for loss of profit, loss of revenue, loss of business, loss of contracts, loss of production, loss of opportunity, loss of data, loss of goodwill, costs of recall or wasted expenditure, regardless of whether such loss was foreseeable.

16.3 Intended use and applications

The Customer is solely responsible for determining the suitability of any Product for its intended application and for verifying compliance with the legal, regulatory and technical requirements applicable to that application.

Installation and operation by qualified professionals. The Products are technical industrial components intended to be installed, integrated, commissioned, operated and maintained exclusively by professionals having the technical qualifications, training, experience and authorisations required for that purpose under applicable national law and industry standards. The Seller does not warrant the suitability of the Products for installation or use by non-professionals and accepts no liability for damage arising from installation, integration, operation or maintenance carried out by persons lacking the relevant qualifications.

Critical applications. The Products are sold for general industrial and commercial use. They are not designed, tested, certified or warranted by the Seller for use in any application where failure of the Product could reasonably be expected to result in death, personal injury, environmental damage or significant property damage ("Critical Applications"). Critical Applications include, without limitation: life-support or other medical devices; nuclear installations; aviation, aerospace and railway safety systems; military or defence applications; emergency power, water or gas safety systems; and any other application classified as safety-critical under applicable law.

Customer's responsibility for Critical Applications. Where the Customer intends to use a Product, in whole or in part, in a Critical Application, the Customer must inform the Seller in writing before the conclusion of the contract. In the absence of such prior written notice, the Seller assumes that the Product will not be used in any Critical Application and disclaims all liability arising from such use. Where notice is given, the Seller may decline the Order, propose alternative products, or require additional contractual terms.

16.4 Customer indemnity

Where the Customer is a Business Customer and uses a Product in a Critical Application without having complied with Article 16.3, the Customer agrees to indemnify and hold the Seller harmless against any third-party claim, loss, damage, cost or expense (including reasonable legal fees) arising out of or in connection with such use, save where the loss results from the fraud, wilful misconduct or gross negligence of the Seller.

16.5 Time limitation for claims

Without prejudice to mandatory statutory limitation periods (in particular those applicable to Consumers), any claim by a Business Customer against the Seller arising out of or in connection with an Order must be notified to the Seller in writing within twelve (12) months of the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Claims notified after that period are time-barred.

Article 17 — Personal Data

17.1 Data controller

The Seller, SP Industries Limited (registered office: 39 Marlborough Court, Dublin, D01 XC79, Ireland), acts as the data controller for the personal data collected through the Website, within the meaning of Article 4(7) of Regulation (EU) 2016/679 (the "GDPR").

17.2 Applicable law and purposes of processing

The Seller processes personal data in accordance with the GDPR, the Data Protection Act 2018 and the ePrivacy Regulations (S.I. 336/2011). Personal data is collected and processed for the following main purposes:

• performance of the contract entered into with the Customer, including Order processing, payment, delivery, invoicing and after-sales service (Article 6(1)(b) GDPR);

• compliance with the Seller's legal obligations, including tax, accounting and consumer protection obligations (Article 6(1)(c) GDPR);

• the legitimate interests pursued by the Seller, such as fraud prevention, network and information security, and management of customer relationships (Article 6(1)(f) GDPR);

• where applicable and on the basis of the Customer's prior consent, the sending of commercial communications, the use of non-essential cookies and any other processing not strictly necessary to the performance of the contract (Article 6(1)(a) GDPR).

17.3 Data subject rights

In accordance with Articles 15 to 22 GDPR, the Customer is entitled, in relation to his or her personal data, to: request access to the data, rectification, erasure (subject to retention obligations), restriction of processing, objection, data portability, withdrawal of consent (where applicable), and lodging a complaint with the Data Protection Commission of Ireland (https://www.dataprotection.ie).

These rights may be exercised at any time by writing to support@sp-spareparts.com or by post to the registered office of the Seller.

17.4 International transfers

Where the Seller transfers personal data outside the European Economic Area to processors or sub-processors, the Seller ensures that such transfers are framed by appropriate safeguards in accordance with Chapter V of the GDPR.

17.5 Privacy Policy

Detailed information on the categories of personal data processed, the purposes and legal bases of processing, the recipients of the data, the retention periods, the security measures applied, the cookies used and the international transfers carried out is set out in the Privacy Policy available on the Website.

Article 18 — Force Majeure

Neither party is liable for any failure or delay in performance of its obligations under these Terms resulting from events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, pandemic, government action, industrial action, failure of transport networks or essential utilities, cyber incidents, or the failure of suppliers or subcontractors due to any such event.

Article 19 — Severability and No Waiver

19.1 Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable by a court or competent authority, the remaining provisions shall continue in full force and effect. The parties shall replace the invalid provision by a valid provision that most closely reflects the original commercial intent.

19.2 No waiver

The failure or delay by either party to exercise any right under these Terms shall not be construed as a waiver of that right or of any other right.

Article 20 — Governing Law and Dispute Resolution

20.1 Governing law

These Terms and any contract concluded under them are governed by the laws of Ireland, to the exclusion of its conflict-of-laws rules and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980). Where the Customer is a Consumer habitually resident in another Member State of the European Union, this choice of law does not deprive the Consumer of the protection of mandatory provisions of the law of his or her country of habitual residence, in accordance with Article 6 of Regulation (EC) No 593/2008 (Rome I).

20.2 Mandatory pre-litigation negotiation (Business Customers)

Before initiating any legal proceedings, Business Customers and the Seller undertake to attempt to resolve any dispute amicably. The complaining party must send a written notice of dispute to the other party (for the Seller: support@sp-spareparts.com, with copy by post to the registered office), setting out: (i) the facts giving rise to the dispute; (ii) the relevant contractual provisions; and (iii) the relief sought. The parties shall negotiate in good faith for a period of thirty (30) days from receipt of the notice. No legal proceedings may be commenced before the expiry of this 30-day period, save for urgent interim or protective measures. This pre-litigation requirement does not apply to Consumers.

20.3 Mediation (Business Customers)

If a dispute with a Business Customer is not resolved through direct negotiation under Article 20.2, the parties agree to attempt mediation administered by the Mediators' Institute of Ireland (MII), or by such other reputable mediation body as the parties may agree, before initiating litigation or arbitration. The mediation shall take place in Dublin, in English, and shall be completed within sixty (60) days of the appointment of the mediator. The costs of the mediator shall be shared equally between the parties. Mediation is available to Consumers on a voluntary basis.

20.4 Jurisdiction

Subject to Articles 20.2 and 20.3, and to Article 3 where applicable, any dispute arising out of or in connection with these Terms is subject to the exclusive jurisdiction of the Irish courts. Consumers may, however, bring proceedings before, or be sued in, the courts of their country of habitual residence in accordance with Article 18 of Regulation (EU) No 1215/2012 (Brussels I bis).

20.5 Online dispute resolution

In accordance with Regulation (EU) No 524/2013, Consumers resident in the European Union may use the European Online Dispute Resolution platform available at https://ec.europa.eu/consumers/odr to submit a complaint.

Article 21 — Intellectual Property and Website Use

21.1 Ownership of Website content

All content of the Website not belonging to a third-party rights holder — including, without limitation, the catalogue structure, product database, technical compilations, cross-reference tables, metadata, search algorithms, layout, graphics, photographs taken by the Seller, original text, software and other proprietary content — is the exclusive property of the Seller or used by the Seller under licence. Such content is protected by Irish and EU copyright law and, where applicable, by the sui generis database right under Directive 96/9/EC, transposed in Ireland by the European Communities (Legal Protection of Databases) Regulations 1998 (S.I. 27/1998).

21.2 Third-party trademarks and content

Trademarks, trade names, logos, model numbers, part numbers, datasheets and other content originating from manufacturers or other third parties remain the property of their respective rights holders. Their presence on the Website is governed by Article 15.2 (nominative use).

21.3 Limited licence to the Customer

The Customer is granted a non-exclusive, non-transferable, revocable licence to access and use the Website and the catalogue for the sole purpose of evaluating, selecting, ordering and using the Products in the ordinary course of the Customer's business or personal use. No other use is permitted without the Seller's prior written consent.

21.4 Prohibited uses — scraping and bulk extraction

The following uses of the Website and its content are expressly prohibited without the prior written consent of the Seller:

• automated scraping, crawling, harvesting or extraction of catalogue data, by any means and using any tool, robot, script, spider or similar technology;

• systematic copying, reproduction, mirroring or republication of all or a substantial part of the catalogue, whether on another website, in a database, in print or in any other medium;

• indexing of the Website beyond what is reasonably required by standard search engines respecting the Website's robots.txt file and equivalent instructions;

• the use of the Website's content to train, fine-tune, validate or otherwise develop machine-learning or artificial-intelligence models, without the Seller's prior express written consent;

• reverse-engineering or attempted derivation of the underlying database structure, cross-reference tables or proprietary algorithms;

• any commercial reuse, redistribution or resale of the Website's content.

The Seller reserves all rights and remedies available under copyright, database, unfair-competition and contract law against any person engaging in the above conduct, including injunctive relief, damages and recovery of legal costs.

21.5 Notice and takedown procedure

The Seller respects the intellectual property rights of third parties. Any rights holder who in good faith believes that content displayed on the Website infringes its intellectual property rights may submit a notice to the Seller, in writing, at support@sp-spareparts.com, containing: (i) identification of the rights holder; (ii) identification of the protected right with evidence of ownership; (iii) identification of the allegedly infringing content; (iv) a good-faith statement that the use is not authorised; (v) contact details. Upon receipt of a substantiated notice, the Seller will assess the request within a reasonable time and may suspend, modify or remove the disputed content, request further information, or decline the request where the use is clearly lawful.

21.6 Account suspension for misuse

The Seller reserves the right to suspend or terminate the account of any user who engages in conduct prohibited under this Article 21, without prior notice and without liability, and to take legal action against such user.