1. Confidential Information
1.1 Without prejudice to any separate Non Disclosure Agreement between FM and Buyer, Buyer shall not,
without MMS’s written consent, disclose to any third party any secret or confidential information supplied by MMS to Buyer (including any information relating to prices or specifications) unless (i) that information is in the public domain otherwise than through breach of any obligation of confidence, or (ii) required by a court of competent jurisdiction or for the purpose of court proceedings. Buyer shall notify MMS immediately of any such disclosure.
1.2 Buyer shall not copy or reproduce any catalogues, drawings, specifications, or other material supplied by MMS.
2. Export Regulations
Buyer confirms that it will not export or permit export of Goods, or use or permit the use of Goods, other than in accordance with applicable laws export and customs regulations.
3. Cancellation and Returns
No cancellation or any order or return of any Goods by Buyer shall be accepted except as set out here or as expressly agreed in writing by MMS.
4. Waiver
No failure or delay by of MMS in exercising any of its rights under these Terms and Conditions shall operate as a waiver nor shall any exercise of any right preclude any other or further or repeated exercise of that or any other right.
5. Intellectual Property and Trademarks
5.1 All copyright, patents, design rights, trademarks and any other proprietary rights in the Goods remain the property of MMS or its licensors.
5.2 No rights are granted to Buyer to disassemble, decompile, reverse engineer, merge or combine with other code, translate, adapt, vary or modify any software forming part of the Goods except as permitted by law.
5.3 The Buyer shall not without MMS’s prior consent allow any trade marks of MMS, any group company or other words or marks applied to the Goods to be obliterated, obscured or omitted nor add any additional marks or words.
5.4 No use shall be made of the MMS trade names or logos on any materials or point of sale displays in connection with Goods without the prior written approval of MMS.
6. Law and Jurisdiction
These Terms and Conditions and any commercial or other terms agreed by MMS and Buyer shall be subject to and construed under Irish Law and the Buyer and MMS submit to the non-exclusive jurisdiction of the Irish Courts.
7. Severability
If any provision hereof is held by any court of competent jurisdiction to be invalid or enforceable in whole or part the validity of the remainder of such provision and all other provisions of these Terms and Conditions shall not be affected.
8. General
8.1 Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principal place of business.
8.2 In relation to all obligations of the Buyer under the contract, the time of performance is of the essence.