Terms and Conditions

Terms and Conditions of Sale

Armada Marine Cables Ltd · Ferbane, Co. Offaly, R42 YP98 · Effective from: 23/10/2026

These terms apply to every sale of goods and services by Armada Marine Cables Ltd to business customers.

1. Definitions and interpretation

1.1 In these terms:

• “we”, “us”, “our” or “Armada” means Armada Marine Cables Ltd, a company registered in Ireland with company number 647562, whose registered office is at Unit 13C Briarhill Business Park, Ballybrit, Galway, H91 WY6P;

• “you” or “your” means the business that orders Goods or Services from us;

• “Contract” means the contract between you and us for the supply of Goods and/or Services, made up of these terms and our order acknowledgement;

• “Goods” means the cables, terminated assemblies, connectors and other products we supply;

• “Services” means any services we agree to provide, such as cutting, termination or testing;

• “Business Day” means a day other than a Saturday, Sunday or public holiday in Ireland;

• “Sanctions”, “Export Control Laws”, “Sanctioned Country” and “Sanctioned Person” have the meanings given in clause 13.

1.2 “In writing” includes email. “Including” means including without limitation. Headings do not affect interpretation.

1.3 We supply only to businesses. By placing an order you confirm that you are acting in the course of a business and not as a consumer.

2. Basis of contract

2.1 These terms apply to every Contract, whether you order online, by email, by telephone or in writing. They apply to the exclusion of any other terms, including any terms in your purchase order or other documents, even if we do not object to them.

2.2 Your order is an offer to buy. It is accepted only when we issue a written order acknowledgement or deliver the Goods, whichever is earlier. Acceptance is subject to satisfactory completion of our credit checks and our sanctions and export control screening under clause 13.

2.3 Our quotations are not offers. Unless stated otherwise, a quotation is valid for 30 days from its date.

2.4 No variation of a Contract is binding unless agreed in writing by an authorised representative of ours. Our employees and agents have no authority to make any statement or promise about the Goods unless it is confirmed in writing.

2.5 Information on our website, in catalogues, data sheets and other publications is a guide only. Specifications may be changed by the manufacturer at any time. Errors and omissions excepted.

3. Prices

3.1 The price of the Goods and Services is the price in our order acknowledgement or, if none is stated, our list price at the date of dispatch.

3.2 Unless agreed otherwise in writing, prices are in euro, ex works (or, for Export Orders, on the trade terms in clause 18.2), and exclude VAT, carriage, packaging, insurance and drum or reel charges, which are payable in addition.

3.3 We may increase the price of undelivered Goods by giving you notice where our costs increase for reasons beyond our reasonable control. These include an increase of more than 5% in the LME copper price or other metal prices since the date of our quotation, currency movements, manufacturer price increases, and new or increased duties or tariffs. This applies even where a price has been fixed or previously agreed. You may cancel the affected part of the order by notice within 3 Business Days of our notice, except for Goods described in clause 10.2.

3.4 You must pay any tax, duty or other governmental charge on the sale, shipment or use of the Goods or Services, unless you provide a valid exemption certificate. This applies whether or not the charge is shown on our invoice.

4. Payment

4.1 Unless agreed otherwise in writing, you must pay each invoice within 30 days of the invoice date. We may invoice on or at any time after dispatch. Time for payment is of the essence.

4.2 We may require payment in advance or a deposit, and may set, vary or withdraw any credit limit at any time.

4.3 If you pay late, we may charge interest and compensation under the European Communities (Late Payment in Commercial Transactions) Regulations 2012. This is currently interest at 8% a year above the European Central Bank’s main refinancing rate, and fixed compensation of €40, €70 or €100 depending on the amount owed, together with our reasonable costs of recovering the debt.

4.4 You must pay all amounts due in full without any set-off, counterclaim or deduction. If you dispute an invoice, you must tell us in writing within 10 Business Days of the invoice date, giving full reasons, and pay any undisputed amount by the due date.

4.5 If any payment is overdue, or your account exceeds its credit limit, we may suspend further deliveries under any Contract, and all sums you owe us become immediately due.

4.6 Title to any software supplied remains with its licensor. You receive a licence to use it on the terms of the licensor’s licence agreement.

5. Delivery

5.1 Unless agreed otherwise in writing, Goods for delivery in Ireland are supplied ex works our premises at Ferbane Business and Technology Park, Ferbane, Co. Offaly. Delivery takes place when the Goods are handed to you or to a carrier, whether the carrier is arranged by you or by us. For Export Orders, clause 18.2 applies.

5.2 Delivery dates are estimates only and time for delivery is not of the essence. They assume we promptly receive your order and all information, drawings and approvals we need. We will use reasonable endeavours to meet them but are not liable for any delay.

5.3 We may deliver in instalments, and invoice each instalment separately. A problem with one instalment does not entitle you to cancel any other.

5.4 Quantities are subject to normal manufacturing allowances. For wire and cable these are plus 10% and minus 5% unless agreed otherwise in writing. You will pay for the quantity actually delivered.

5.5 Any shortage or damage in transit must be noted on the carrier’s delivery sheet, and you must give written notice to us (and to the carrier, if not us) within 3 days of delivery. Written notice of non-delivery must reach us within 3 days of the invoice date. You must keep the Goods and packaging for inspection. Time is of the essence for this clause, and claims not made in time will not be accepted.

5.6 For any transit claim we accept, our only obligation is to make up the shortage or replace the Goods that were damaged or lost.

5.7 If requested, we will give you a reasonable opportunity to inspect Goods at our premises before dispatch. Proof of delivery is free up to three months after delivery; after that we charge €30.00 for archive retrieval.

5.8 If you fail to take delivery when the Goods are ready, we may store them at your risk and charge reasonable storage costs. If you have not taken delivery within 10 Business Days, we may resell the Goods and charge you any shortfall against the Contract price, plus our costs.

6. Risk and title

6.1 Risk in the Goods passes to you on delivery under clause 5.1 or clause 18.2.

6.2 Title to the Goods does not pass to you until we have received payment in full, in cleared funds, for those Goods and for all other sums you owe us under any Contract. This applies even though risk has already passed.

6.3 Until title passes, you must:

(a) hold the Goods as our bailee;

(b) store them separately from other goods so that they are clearly identifiable as our property, and not remove or alter any identifying marks;

(d) not pledge or charge them as security. If you do, all sums you owe us become immediately due.

6.4 Until title passes, you may resell or use the Goods in the ordinary course of your business, subject always to clause 13. Any sale or supply in breach of clause 13, including to or for use or resale in a Sanctioned Country or to or for the benefit of a Sanctioned Person, is not in the ordinary course of your business and is not authorised by us.

6.5 If any payment is overdue, or any event in clause 17.1(c) occurs, before title passes: your right to resell or use the Goods ends; and we may require you to return Goods that are still in their original form. If you do not, we and our carriers may enter any premises where the Goods are kept to recover them.

6.6 If Goods are incorporated into other products so that they can no longer be separated or identified, our title to those Goods ends. This does not affect your obligation to pay for them.

6.7 We may sue for the price of the Goods even though title has not passed.

7. Drums and reels

7.1 Cable may be supplied on drums or reels, which are charged separately as shown on our invoice. Cash discounts do not apply to drums, reels, cases or carriage charges.

7.2 Where our invoice shows a drum or reel as returnable, we will credit the charge if it is returned to us within the period stated on the invoice (or, if none is stated, within 90 days of delivery), carriage paid, in good and reusable condition, quoting our invoice number. We may deduct a reasonable handling or collection charge.

7.3 Drums and reels not returned in accordance with clause 7.2 become your property and no credit will be given.

8. Quality and warranty

8.1 We warrant that on delivery the Goods will be free from material defects in materials and workmanship and will materially conform to the manufacturer’s specification or any specification agreed in writing.

8.2 The warranty period is the period set by the manufacturer of the Goods or, if none is set, 12 months from delivery.

8.3 We pass on to you the benefit of any warranties given to us by our suppliers, so far as we are able. At our request, you will pursue a claim directly against the manufacturer, and we will give you reasonable help to do so.

8.4 You must inspect the Goods on delivery. Shortages and transit damage are dealt with under clause 5.5. For any other defect you must notify us in writing:

(a) within 5 Business Days of delivery, for a defect that would be apparent on a reasonable inspection; or

(b) within 10 Business Days of discovering it, and in any event within the warranty period, for any other defect.

8.5 You must give us a reasonable opportunity to examine the Goods and, if we ask, return them to us. If we confirm the defect, we will refund your reasonable return carriage costs.

8.6 If Goods do not comply with clause 8.1, we will, at our option, repair or replace them or refund or credit their price. Subject to clause 11.1, this is your only remedy for non-compliant Goods.

8.7 This warranty does not apply to defects caused by fair wear and tear, misuse, neglect, accident, improper storage, installation or maintenance, failure to follow the manufacturer’s instructions, alteration, or use outside the Goods’ specification. Nor does it apply if you continue to use the Goods after notifying a defect.

8.8 We will perform any Services with reasonable skill and care. We do not warrant that any software will operate uninterrupted or error free.

8.9 Except as set out in these terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. This includes the terms implied by sections 13 to 15 of the Sale of Goods Act 1893 and section 39 of the Sale of Goods and Supply of Services Act 1980. You confirm that you have had the opportunity to review these terms before contracting, and that this exclusion is fair and reasonable having regard to clause 9 and to our position as a distributor.

8.10 Any technical advice or recommendation we give is given in good faith. We accept no liability for it unless it is given in writing and expressly forms part of the Contract.

9. Product selection and compliance

9.1 We are a distributor and do not manufacture the cables we supply. You are responsible for making sure the Goods are suitable for the purpose for which you will use them, and for their specification, design into any system, and installation.

9.2 For Goods used in buildings and fixed installations, you are responsible for selecting Goods with the correct classification under the EU Construction Products Regulation (including the Euroclass reaction-to-fire class), and for complying with I.S. 10101 (National Rules for Electrical Installations), the Building Regulations and any other requirements that apply to the installation. We will make available the manufacturer’s Declaration of Performance and other compliance information supplied to us for the Goods. You must not alter or misrepresent it.

9.3 For Goods used on vessels or offshore installations, you are responsible for confirming that the Goods meet the type-approval and classification society rules (such as those of DNV, Lloyd’s Register, ABS or Bureau Veritas), flag state requirements and any other standards that apply to the vessel or installation. On request, we will provide type-approval certificates supplied to us by the manufacturer.

9.4 Installation is your responsibility unless we agree otherwise in writing. Except under clause 8, we accept no responsibility for installation or for the performance of any product, vessel or system into which the Goods are installed.

9.5 Test certificates will be supplied if requested when you place your order. Requests made later will attract an administration charge and may not be possible. We are not liable if we cannot provide a certificate requested after the order.

9.6 You must comply with all laws that apply to your use, resale, labelling and marketing of the Goods.

10. Cancellation and returns

10.1 Once we have accepted your order, you may not cancel it, in whole or in part, without our written consent, which we may withhold at our discretion. We will not normally consent once the Goods have been dispatched, cut, terminated, put into production or ordered from our supplier for you.

10.2 Cut-to-length cable, terminated assemblies, and made-to-order, special-order or non-stock Goods cannot be cancelled once your order is accepted, and cannot be returned unless they are defective under clause 8.

10.3 We are not obliged to accept the return of any Goods that are not defective. Any return is at our discretion and needs our prior written consent and a returns number. It is subject to the conditions we set when we consent, which may include a restocking charge, a collection charge and a time limit for return. Returned Goods must be unused, in their original packaging and in resaleable condition, sent carriage paid unless we agree otherwise, and must quote our invoice number and the reason for return.

10.4 Where we agree to a cancellation or return, you must pay our resulting costs and losses. These include supplier cancellation or restocking charges, cutting and processing costs, any reduction in the value of the Goods to us, and a reasonable profit. Where the Goods have little or no resale value to us, this may be up to their full price. Collecting Goods does not commit us to issue a credit until we have inspected them.

10.5 Defective Goods are dealt with under clause 8.

11. Limitation of liability

11.1 Nothing in these terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(d) any other liability that cannot be limited or excluded by law.

11.2 Subject to clause 11.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

(a) loss of profit, revenue, business, contracts, anticipated savings or goodwill;

(b) loss or corruption of data;

(d) indirect or consequential loss.

11.3 Subject to clause 11.1, our total liability arising under or in connection with each Contract is limited to the price paid or payable for the Goods and Services under that Contract.

11.4 The limits and exclusions in this clause 11 apply only to our liability. Nothing in these terms limits or excludes your liability to pay the price, or your liability under clause 13, including the indemnity in clause 13.8.

12. Intellectual property

12.1 For Goods of our own manufacture, such as assemblies we terminate, we will indemnify you against any claim that they infringe a validly registered patent in Ireland. This applies only if you notify us promptly of the claim and allow us to conduct its defence. It does not apply to infringement arising from a specification you supplied, or from use of the Goods in combination with other goods.

12.2 Where we make Goods to your specification or design, you will indemnify us against any claim that doing so infringes the rights of a third party.

12.3 For all other Goods, we pass on any intellectual property protection given to us by the manufacturer, so far as we are able. We give no other warranty that the Goods are free from third-party claims.

13. Sanctions, export controls and onward supply

13.1 In these terms:

• “Sanctions” means any economic, financial or trade sanctions, embargoes or restrictive measures imposed, administered or enforced by the European Union (including Council Regulation (EU) No 833/2014 and Council Regulation (EC) No 765/2006), Ireland, the United Nations, the United Kingdom, the United States or any other authority with jurisdiction over you or us, as amended from time to time;

• “Export Control Laws” means all laws and regulations controlling the export, re-export, transfer, brokering or use of goods, software or technology that apply to you or us, including Regulation (EU) 2021/821 (the EU Dual-Use Regulation), the Control of Exports Act 2023 and any licence conditions;

• “Sanctioned Country” means any country or territory (or region of one) that is the subject of Sanctions restricting the supply of the Goods. At the date of these terms this includes, for example, Russia, Belarus, Iran, North Korea, Crimea and the non-government-controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia regions of Ukraine. This list is not exhaustive and may change;

• “Sanctioned Person” means any person who is listed or designated under Sanctions, or who is owned or controlled (directly or indirectly) by, or acting on behalf of, such a person.

13.2 You warrant that you are not a Sanctioned Person. You will not, and will ensure that your affiliates, agents, distributors and customers (and anyone else in the supply chain) do not, directly or indirectly sell, export, re-export, transfer, supply, divert or otherwise make available the Goods, or any goods incorporating them:

(a) to, or for use or resale in, a Sanctioned Country;

(b) to or for the benefit of a Sanctioned Person;

(c) for any end use that is prohibited, or requires a licence, under Sanctions or Export Control Laws, unless that licence has been obtained; or

(d) in any other way that would cause us to breach Sanctions or Export Control Laws.

13.3 No re-export to Russia or Belarus. Without limiting clause 13.2, you must not sell, export or re-export, directly or indirectly, to Russia or Belarus or for use in Russia or Belarus, any Goods supplied under or in connection with a Contract that fall within Article 12g of Council Regulation (EU) No 833/2014 or Article 8g of Council Regulation (EC) No 765/2006. Any breach of this clause 13.3 is a material breach of an essential element of the Contract, and we may terminate the Contract under clause 13.6 and claim under clause 13.8. You must inform us immediately of any problem in applying this clause, including any relevant activity by third parties that could frustrate its purpose, and give us information about compliance within two weeks of our request.

13.4 You must:

(a) include in every contract for onward sale of the Goods a provision prohibiting the activities in clauses 13.2 and 13.3 that is no less restrictive than this clause, together with equivalent notification and information obligations;

(b) use best efforts to ensure that your customers and all later purchasers comply with those provisions; and

13.5 Within 5 Business Days of our request (or the shorter period in clause 13.3, where it applies), you must give us full details of the destination, end user, intended end use and any onward purchasers of the Goods, with supporting documents. We or our appointed representative may, on reasonable notice, inspect your relevant records to check compliance. You must notify us immediately if you become aware of any actual or suspected breach of this clause.

13.6 We may, without liability, refuse or cancel any order, suspend or withhold delivery, require payment in advance, or terminate the Contract and any other contract with you immediately by notice, if we reasonably believe that:

(a) you or anyone in the supply chain has breached, or may breach, this clause;

(b) supplying, delivering or being paid for the Goods would or may breach Sanctions or Export Control Laws, or expose us to enforcement action; or

You remain liable to pay for Goods delivered and for our costs incurred up to termination.

13.7 Unless we agree otherwise in writing, you are responsible for obtaining any export, re-export or import licence needed for onward movement of the Goods. We are not liable for any delay or failure caused by the absence of such a licence or by our compliance with this clause.

13.8 You will indemnify us against all losses, liabilities, fines, penalties, costs and expenses (including legal fees) arising from your breach of this clause 13. This indemnity is not subject to any limitation or exclusion of liability in these terms.

13.9 This clause survives termination or expiry of the Contract and prevails over any inconsistent provision of these terms.

14. Anti-corruption and forced labour

14.1 You must comply with the Criminal Justice (Corruption Offences) Act 2018 and all other anti-bribery and anti-corruption laws that apply to you, and must not offer, give, request or accept any bribe or improper payment in connection with a Contract.

14.2 You must comply with all laws that apply to you on forced labour, child labour and human trafficking, and must not supply us with, or resell the Goods as part of, any product made using forced labour.

14.3 You must notify us promptly if you become aware of any breach of this clause in connection with a Contract.

15. Data protection

15.1 Each of us will comply with the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Acts 1988 to 2018 in relation to any personal data, such as business contact details, shared under a Contract.

15.2 We process personal data in accordance with our privacy notice, available on request or at www.armadacables.com.

16. Force majeure

16.1 Neither of us is liable for any delay or failure to perform caused by events beyond our reasonable control. These include:

(a) the imposition, extension or amendment of any Sanctions or Export Control Laws;

(b) any requirement for, or any refusal, delay, suspension or revocation of, a licence or authorisation in connection with the Goods;

(d) fire, flood, storm, epidemic, war, terrorism, civil unrest, and acts of government; and

(e) strikes or other industrial action, other than by the affected party’s own workforce.

16.2 This clause does not excuse any obligation to pay money that is due.

16.3 If an event under clause 16.1 continues for more than 8 weeks, either of us may cancel the affected undelivered part of the Contract by written notice, without liability.

17. Suspension and termination

17.1 Without affecting our other rights and remedies, we may suspend or withhold deliveries, or terminate the Contract or any undelivered part of it, by notice to you if:

(a) you fail to pay any amount when due under this or any other contract with us;

(b) you purport to cancel or suspend, or breach, this or any other contract with us;

(c) you become insolvent or unable to pay your debts, make any arrangement with your creditors, have an examiner, receiver or administrator appointed over any of your assets, or go into liquidation (other than for a solvent amalgamation or reconstruction), or anything equivalent happens under the law of any country;

(d) an event under clause 16.1 occurs;

(e) we reasonably believe that any circumstance in clause 13.6 applies, in which case we may also exercise any of our rights under clause 13.6;

(f) you become a Sanctioned Person, or become owned or controlled (directly or indirectly) by, or acting on behalf of, a Sanctioned Person; or

(g) you breach clause 14.

17.2 On termination, all sums you owe us become immediately due. You must pay for Goods delivered and Services performed, and we may recover from you all our resulting losses, including loss of profit and any loss on resale.

17.3 Termination does not affect any rights that have accrued. Clauses 6, 11, 13, 17, 18 and 19, and any other clause intended to continue, survive termination.

18. International and intra-EU sales

18.1 This clause applies to any Contract where the Goods are to be delivered or shipped outside Ireland, or where you are established outside Ireland (an “Export Order”). If it conflicts with any other provision of these terms, this clause prevails for that Export Order.

18.2 Trade terms in our quotation or order acknowledgement (such as EXW, FCA, CPT or DAP) are interpreted in accordance with Incoterms® 2020. Unless agreed otherwise in writing, Export Orders are supplied FCA our premises (Incoterms® 2020): we will load the Goods and, where needed, clear them for export, and delivery takes place, and risk passes, when the Goods are handed to your nominated carrier. Where an Incoterm applies, it governs delivery and risk in place of clause 5.1, but does not affect clause 6 on title.

18.3 For supplies to a business in another EU Member State, you must give us your valid VAT identification number before dispatch, and we may verify it on the EU VIES system. Where you or your carrier arrange transport of the Goods out of Ireland, you must give us valid evidence that the Goods have left Ireland (including any documents required by Article 45a of Council Implementing Regulation (EU) No 282/2011 for intra-EU supplies) within 30 days of delivery. If you do not, or if the Revenue Commissioners refuse zero-rating for any reason attributable to you, you must pay us Irish VAT on the price, together with any interest and penalties charged to us.

18.4 For Goods shipped outside the European Union, you are the importer of record. You are responsible for, and must pay, all import duties, tariffs, taxes, customs clearance and other charges in the country of destination, and for obtaining any import licence or permit. You must promptly give us any information we reasonably need for export, such as your EORI or tax identification number and end-user details.

18.5 You are responsible for making sure that the Goods, and their labelling, marking, documentation, installation and use, comply with the laws, standards and regulations of the country of destination and of any other country into which they are supplied, and with the requirements of any flag state or classification society. Clause 9 applies to those requirements as it does to Irish requirements.

18.6 We will provide a commercial invoice and packing list. On request, we will provide certificates of origin, supplier declarations or other documents, based on information supplied to us by the manufacturer, and we may charge for them. We do not warrant that any Goods qualify for preferential duty treatment, and we are not liable for any duty, penalty or loss arising from information supplied to us by a manufacturer or by you.

18.7 Unless agreed otherwise in writing, prices are quoted and payable in euro. You must pay all bank charges, currency conversion costs and transfer fees, so that we receive the full invoiced amount. All payments must be made without any deduction or withholding for tax unless required by law. If a deduction is required, you must pay such additional amount as ensures we receive the full amount we would have received without it. We may require payment in advance, an irrevocable letter of credit confirmed by a bank acceptable to us, or other security before accepting or dispatching an Export Order.

18.8 If the law of the country where the Goods are located does not recognise clause 6 in full, or requires registration or any other step for it to be effective, you must at your own cost take all steps needed to give us the fullest security over the Goods permitted by that law until title passes.

18.9 The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply to any Contract. These terms are written in English. If they are translated, the English version prevails.

19. General

19.1 Notices must be in writing and sent to the other party’s registered office or to the email address used for the order. A notice sent by email is treated as received on the next Business Day.

19.2 You may not assign or transfer any of your rights or obligations under a Contract without our written consent. We may assign or subcontract any of ours.

19.3 If any provision of these terms is found invalid or unenforceable, it will be modified to the minimum extent needed to make it valid, and the rest of these terms will not be affected.

19.4 A failure or delay in exercising any right does not waive that right.

19.5 A Contract is for the benefit of you and us only, and no other person has any right to enforce any of its terms.

19.6 The Contract is the entire agreement between us. You confirm that you have not relied on any statement or promise not set out in it. Nothing in this clause limits liability for fraud.

19.7 Any claim by you against us must be started within one year after the cause of action arises. This does not apply to our claims against you, including for payment or under clause 13.

19.8 Each Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the laws of Ireland. Subject to clauses 19.9 and 19.10, the courts of Ireland have exclusive jurisdiction.

19.9 Where you are established outside the European Union, we may instead, at our sole option, refer any dispute to arbitration under the LCIA Rules, which are incorporated by reference into this clause. The seat of arbitration will be Dublin, Ireland, there will be a sole arbitrator, and the language of the arbitration will be English. We may exercise this option by notice to you at any time before taking a step in court proceedings on the merits or, if you start court proceedings, within 28 days of being served with them, in which case those proceedings will be stayed.

19.10 Nothing in this clause prevents us from bringing proceedings against you in the courts of any country in which you are established or have assets, including to recover any sum due or to enforce a judgment or award.