Terms & Conditions of Sale

These Terms & Conditions of Sale ("Terms") apply to all sales of hardware, software, licences and related products ("Goods") by Radium Technologies Limited ("Radium", "we", "us") to business customers ("Customer", "you"). These Terms are intended for business-to-business transactions only and do not apply to consumers.

They apply in addition to any General Terms and Conditions of Service, Managed Services Agreement, Statement of Work or other service contract between Radium and the Customer (together, "Service Terms").

• Where you have entered into Radium's General Terms and Conditions of Service, the term "Goods" in these Terms corresponds to "Products" in those General Terms to the extent applicable.
• If there is any conflict between these Terms and the Service Terms:
  • the Service Terms govern services (including managed services, projects and professional services); and
  • these Terms govern the sale of Goods.

By placing an order with Radium you agree to be bound by these Terms.

1. Product Information

1.1 Product descriptions, specifications, images and other information are provided using data supplied by manufacturers, distributors and other third parties. We take reasonable care to ensure accuracy but do not warrant that information is complete, current or error-free.

1.2 Manufacturers may change product specifications without notice. If a material change affects an order you have placed but not yet received, we will notify you and offer either:

• a suitable alternative; or
• cancellation and refund of any amounts paid for the affected Goods.

1.3 It is your responsibility to ensure that the Goods are suitable for your intended purpose and environment. We are happy to advise, but the final purchasing decision rests with you.

2. Prices, Taxes and Validity

2.1 Unless stated otherwise, all prices:

• are quoted in euro (€); and
• are exclusive of VAT and any other applicable taxes, which will be added to our invoice at the rate in force on the invoice date.

2.2 Prices are based on manufacturer and distributor pricing and may change at any time.

Unless otherwise stated on the quote, quotes are valid for 14 days from the quote date.

2.3 We reserve the right to correct any mistakes in pricing or product description before accepting your order. If we have already received payment and you do not wish to proceed at the corrected price, we will refund any amounts you have paid for the affected Goods.

2.4 Shipping, handling, insurance, duties and other logistics charges (if applicable) will either be:

• itemised on the quote or invoice; or
• passed through at cost from our logistics provider.

2.5 Subscription licences and cloud services

For subscription licences and cloud services (including, without limitation, Microsoft 365, Azure and security subscriptions), our charges are linked to third-party vendor and distributor pricing, currency rates, schemes and taxes. We may adjust the price payable by you for such licences and services to reflect any change in those underlying costs by giving you written notice.

Where you have committed to a fixed-term subscription (for example a 12-month term), any price change will normally take effect from the start of the next renewal term, unless the vendor or distributor applies the change during the committed term, in which case we may pass that change through to you from the date it takes effect. If you do not wish to accept a price change, you may cancel the affected subscription with effect from the end of its then-current committed term, but you remain liable for all charges up to that date.

3. Orders and Acceptance

3.1 Your order may be placed by email, purchase order, signed quote or other written instruction acceptable to us.

3.2 An order is not accepted until we issue written confirmation (for example, an order confirmation email or invoice). Only at that point does a binding contract arise for the supply of the Goods.

3.3 We reserve the right, at our reasonable discretion, to decline or cancel any order, for example where:

• the Goods are no longer available;
• there are concerns about payment or creditworthiness; or
• there is a pricing or specification error that you do not agree to correct.

If we cancel an order after you have paid, we will refund any amounts paid for the cancelled Goods.

4. Payment and Credit Terms

4.1 Unless agreed otherwise in writing:

• Hardware and perpetual software licences are invoiced at the time of order and are payable before dispatch of the Goods.
• Subscription licences and cloud services (e.g. Microsoft 365, security subscriptions) are invoiced in line with the relevant service agreement or Service Terms.

4.2 Where we agree credit terms with you in writing, invoices are due 30 days from the invoice date, unless a different period is stated on the invoice.

4.3 We may request a deposit or full payment in advance for special-order items, large orders or where credit cannot be offered.

4.4 If you fail to pay any amount when due, we may:

• charge interest on overdue sums at the rate permitted under the European Communities (Late Payment in Commercial Transactions) Regulations;
• suspend further deliveries of Goods and, where applicable, services; and/or
• withdraw or reduce any credit facilities.

4.5 You may not withhold, set off or deduct any amount from an invoice due to any dispute or claim, unless we have agreed such set-off in writing.

5. Delivery, Risk and Title

5.1 We will arrange delivery to the address you specify or, if agreed, make Goods available for collection.

5.2 Any delivery dates given are estimates only. We will use reasonable efforts to meet them but do not guarantee them and are not liable for delays caused by carriers, customs, suppliers or events outside our reasonable control.

5.3 Risk in the Goods passes to you when:

• the Goods are delivered to your premises or other agreed delivery location; or
• you (or your carrier) collect the Goods from us.

5.4 Title (ownership) in the Goods will not pass to you until we have received full payment of all sums due in respect of those Goods and any associated charges.

5.5 Until title passes, you:

• must store the Goods safely and separately from other property, clearly marked as Radium's property; and
• must not pledge or otherwise encumber the Goods.

If you fail to pay when due, we may, on reasonable notice, enter your premises to recover any Goods for which title has not passed.

6. Returns, Cancellations and Restocking

6.1 These provisions apply to business customers only and do not create any consumer rights.

6.2 We will consider returns of standard stock items within 7 days of delivery, subject to the following conditions:

a) You must obtain a Return Material Authorisation (RMA) from us before sending Goods back.

b) Goods must be unopened, unused, in pristine, resalable condition, with all seals, labels and original packaging intact and unmarked.

c) Returns are subject to a restocking fee of up to 20% of the invoiced value, reflecting supplier charges and handling costs.

d) You are responsible for return shipping and insurance, and for ensuring the Goods are packaged securely to prevent damage.

6.3 We cannot accept returns for:

• opened or used products;
• software licences, activation keys or other non-tangible digital products;
• customised, built-to-order or specially sourced items not held as regular stock;
• any items for which our supplier or manufacturer will not accept a return.

6.4 If Goods are defective on arrival (DOA) or damaged in transit, you must notify us within 3 working days of delivery with reasonable evidence (photos, serial numbers, etc.). We will liaise with the manufacturer or distributor under their DOA/RMA policy. Remedies may include repair, replacement or credit, at the manufacturer's discretion.

6.5 We are not responsible for loss or damage resulting from incorrect installation, misuse, neglect, unauthorised modification or failure to follow manufacturer instructions.

6.6 Order cancellations after acceptance are at our discretion and may incur cancellation or restocking charges, particularly where we have already ordered Goods specifically for you.

7. Warranty

7.1 All Goods are supplied with the manufacturer's standard warranty only, unless we expressly state additional warranty terms in writing.

7.2 The manufacturer's warranty terms, exclusions and procedures apply. We do not separately warrant that the Goods will:

• be free from defects beyond the manufacturer's warranty;
• be fit for any particular purpose; or
• operate uninterrupted or error-free.

7.3 Where possible, we will assist you in raising and managing warranty claims with the manufacturer or distributor. Any repair or replacement is subject to the manufacturer's approval and process.

7.4 Warranty does not cover:

• normal wear and tear;
• consumables;
• damage caused by power issues, improper operating environment, misuse, accident, unauthorised repair or modification; or
• software misconfiguration not caused by Radium.

8. Technical Support and Compatibility

8.1 Any configuration, installation or ongoing support of the Goods is governed by:

• a separate Managed Services Agreement or Statement of Work; or
• a time-and-materials agreement where no managed services contract is in place.

8.2 We cannot guarantee that any Good will be compatible with your existing infrastructure or third-party applications unless this has been expressly confirmed in a written Statement of Work.

9. Limitation of Liability for Sale of Goods

9.1 Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be limited or excluded under applicable law.

9.2 To the fullest extent permitted by law, we exclude all implied warranties and conditions in respect of the sale of Goods, including fitness for purpose, merchantable quality and non-infringement.

9.3 We will not be liable for any:

• loss of profit, revenue, contract or business;
• loss of data;
• loss of production or downtime;
• loss of goodwill or reputation; or
• any indirect, special or consequential loss,

in each case whether arising in contract, tort (including negligence) or otherwise.

9.4 Our total aggregate liability in connection with the sale of any Goods, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount paid by you to Radium for those specific Goods.

9.5 You are responsible for maintaining adequate backups and business continuity measures. The availability of backups or DR services will be governed by any separate Service Terms.

9.6 Nothing in these Terms shall increase or extend Radium's liability beyond any limitations or exclusions set out in Radium's General Terms and Conditions of Service and/or any Managed Services Agreement, where applicable.

10. Changes to These Terms

10.1 We may update these Terms from time to time. The updated version will be posted on our website and will apply to orders placed after the effective date of the updated Terms.

10.2 The Terms in force at the time we accept your order will apply to that order.

11. Governing Law and Jurisdiction

11.1 These Terms and any dispute arising out of or in connection with the sale of Goods are governed by and construed in accordance with the laws of Ireland.

11.2 The parties irrevocably submit to the exclusive jurisdiction of the Irish Courts in respect of any such dispute.

12. Entire Agreement (Sales)

12.1 These Terms, together with our order confirmation and any applicable quote, set out the entire agreement between you and Radium in relation to the sale of Goods.

12.2 For the avoidance of doubt:

• These Terms do not govern managed services, projects or other professional services, which are covered by your Service Terms (including any Managed Services Agreement and/or Statements of Work).
• In the event of any conflict between these Terms and any Service Terms, the Service Terms prevail in respect of services, and these Terms prevail in respect of the sale of Goods.

13. Miscellaneous

13.1 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

13.2 Our failure or delay in exercising any right or remedy under these Terms shall not constitute a waiver of that or any other right or remedy.

13.3 You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to another entity in connection with a corporate reorganisation, sale or similar event, provided your rights are not materially prejudiced.