(Effective January 2026)
The following terms (Trade Terms) apply to, are incorporated into and govern every contract entered into between Ceilidh Composite Technologies B.V. (Ceilidh) and you for the supply of goods and/or services by Ceilidh to you (Goods). Ceilidh can vary these Trade Terms at any time by notifying any amendments on its website at www.carbonmasts.com.
1. Orders: Orders for Goods (Orders) must be placed by completing all details on the form provided for that purpose by Ceilidh on its website or otherwise (Order Form). All Orders are taken subject to acceptance by Ceilidh and Ceilidh reserves the right to reject any Order. A quotation or estimate does not give rise to a binding contract until you place an Order which is subsequently accepted by Ceilidh. Once an Order is accepted in writing by Ceilidh, that Order is irrevocable and, together with the relevant Order Form, any credit application and the Trade Terms, will form a contract between you and Ceilidh (Contract).
2. Back Orders: Any Order for Goods that are unavailable at the time of such Order will be placed on back order. Back orders less than one month old will be supplied without prior notice. Back orders more than one month old will not be supplied without your consent.
3. Price for Goods: Prices given are exclusive of value-added tax and other applicable taxes and duties (including all customs and import duties), which, where applicable, are payable by you in addition to the price. The price for Goods may be increased to take account of any costs incurred by Ceilidh as a result of the method of payment used by you, including, without limitation, any credit card transaction costs.
4. Freight cost: You will be liable to pay, in addition to the price of Goods, all costs associated with packing, handling and freight of the Goods to the named place of destination.
5. Payment: Unless otherwise expressly agreed in writing by Ceilidh, full payment for Goods in cleared funds and without deduction is a pre-condition of their dispatch from Ceilidh’s premises. If you fail to make any payment to Ceilidh by the date due for payment, Ceilidh may, in its sole discretion (and without prejudice to any other rights or remedies available to it) require you to pay, on demand, default interest on any amount outstanding at 2.5% per month accruing on a daily basis from the due date for payment until the date when payment is actually made. You will be liable to pay all expenses and costs (including legal costs on a solicitor-client basis) in connection with Ceilidh recovering or attempting to recover any overdue amount. All payments are to be completed by electronic transfer to Ceilidh’s nominated bank account or as otherwise agreed by Ceilidh in writing.
6. Delivery: Subject to clause 4, and unless otherwise agreed in writing by Ceilidh, the terms and conditions of delivery will be interpreted in accordance with INCOTERMS 2010 (International Commercial Terms) and its supplements published by the relevant forwarding agent , and Goods will be delivered DAP with delivery occurring when the Goods are made available for unloading at the named place of destination (Delivery). Ceilidh will in no event be liable for late Delivery.
7. Risk: All risk of loss or damage in, or in relation to, Goods will pass to you upon Delivery.
8. Non-delivery if payment in arrears: Ceilidh may refuse to deliver Goods ordered by you if payment of any monies owing to Ceilidh by you is in arrears, notwithstanding that Ceilidh has accepted any relevant Order.
9. Defects and returns: You must give Ceilidh written notice of any failure of any Goods within 7 calendar days of Delivery, unless expressly agreed otherwise by Ceilidh (Defect Notice). Upon receipt of a Defect Notice Ceilidh may, at its discretion, require you to (at your cost) return the relevant Goods to Ceilidh for inspection. Where Ceilidh determines, in its sole discretion but acting reasonably, that the Defect Notice was validly given, Ceilidh will, in its sole discretion, either repair or replace the defective or non-complying Goods or refund the price paid by you for such Goods. Any refund will be made within thirty (30) calendar days after Ceilidh has confirmed in writing that the Defect Notice is valid and, where applicable, after receipt and inspection of the returned Goods. Refunds will be made by bank transfer to a nominated bank account. Returns of defective Goods must be initiated by you by submitting a Defect Notice in accordance with this clause 9. Upon receipt of a valid Defect Notice, Ceilidh will provide you with instructions regarding the return of the Goods, including packaging, carrier and delivery address. No Goods may be returned without Ceilidh’s prior written consent. Any replaced defective Goods will become the sole property of Ceilidh upon Delivery of the relevant replacement Goods and, if required by Ceilidh, will be returned to Ceilidh at Ceilidh’s cost. If you do not issue a Defect Notice within the specified period you will be deemed to have accepted such Goods as being free of defects and complying with all relevant specifications. Ceilidh may, at its discretion, delay any repair, replacement or refund while you owe any overdue amount to Ceilidh.
10. Retention of Title of Goods Supplied to International Customers:
10.1 This clause 10 applies where Goods are supplied to a customer based outside of The Netherlands.
10.2 Property in the Goods is retained by Ceilidh until all monies owing by you to Ceilidh for any reason from time to time have been paid in full (Payment Date).
10.3 Subject to clause.
10.4, you must, until the Payment Date, hold the Goods as bailee for and on behalf of Ceilidh and must store the Goods in a manner that enables them to be identified as Ceilidh’s property.
10.4 You may sell the Goods before the Payment Date if the sale is genuine and in the ordinary course of your business, provided that any book debt created on such sale, and the proceeds of sale when received by you, will be held on trust for Ceilidh by you and first applied towards the satisfaction of all indebtedness of you to Ceilidh. This authority may be revoked by Ceilidh without the need for any notice if Ceilidh deems your credit to be unsatisfactory or an event as specified in clause 10.5 occurs.
10.5 If you fail to make any payment due to Ceilidh, or commit any act of insolvency, Ceilidh may, without
prejudice to any other right Ceilidh has at law or in equity, retake possession of any Goods in your possession and resell the same, and you irrevocably authorise Ceilidh, as your agent, to enter into the premises where such Goods are stored and remove the Goods fort hat purpose without being responsible for any damage caused in doing so. You indemnify Ceilidh for all such money and all costs, charges, expenses, losses and claims suffered by Ceilidh in exercising its rights under this clause 10.5.
11. Limited warranty: Ceilidh warrants that the Goods sold to you will materially comply with any specifications agreed by Ceilidh with you, or notified by Ceilidh to you, in respect of such Goods, subject to the terms of any express written warranties provided by Ceilidh to you, and subject further to the proviso that this warranty will not apply: to any remanufactured or used Goods; to any Goods produced in accordance with your specifications where Ceilidh has not previously produced or tested products with such specifications; if you no longer own the Goods; if the Goods have been incorrectly installed, (dis)assembled, modified, maintained, or repaired, other than with Ceilidh’s approval and in accordance with Ceilidh’s instructions; if the Goods have not been used in accordance with Ceilidh’s instructions; if the Goods have been damaged by, or failed as a result of, accident, negligence or abuse; to any cost, loss, damage or liability of any kind that may arise after any failure of the Goods, whether consequential, direct or indirect and whether suffered by you or any other person; if any identifying marking on the Goods has been removed or altered; at any time that you have not fully paid the price for the Goods; or if any equipment to which the Goods might be mounted or fitted is not suitable. Except as provided in this clause 11 or the terms of any written warranties provided by Ceilidh to you Ceilidh expressly excludes, and you may not rely on, all warranties, undertakings and representations about the Goods.
12. Implied warranties excluded: If any condition or warranty is implied into the Trade Terms under any trade practices, sale of goods, fair trading or other applicable legislation and cannot be excluded; or if, notwithstanding the other provisions of this clause 12, Ceilidh has any liability to you, then to the fullest extent permitted by law the liability of Ceilidh for claims by you for breach of the condition or warranty so implied or otherwise will be limited at the option of Ceilidh to the repair or replacement of such defective or non-compliant Goods or a refund of, or credit for, the Contract price of the Goods supplied.
13. Intellectual Property: You acknowledge that neither you nor anyone you are responsible for has, or will acquire, any right, title or interest in Ceilidh’s intellectual property (including any intellectual property in the Goods), and neither the Trade Terms nor your use of Ceilidh’s intellectual property transfers any title or ownership in any of the same to you. You must not cause, permit or assist with anything which may interfere with, damage or endanger any intellectual property rights of Ceilidh. You must advise Ceilidh immediately upon becoming aware of any unauthorised use or attempted use by any person of any intellectual property of Ceilidh.
14. Exclusion of liability: To the maximum extent permitted by law Ceilidh will not be liable to you or any third parties for any loss, damage, expenses, injury or consequential, indirect or special loss, loss of profits or loss of opportunity arising directly or indirectly from: the supply of Goods to you; any breach of any of Ceilidh’s obligations under the Trade Terms or any other agreement Ceilidh has with you; any cancellation of any Contract or other agreement Ceilidh has with you; any late or non-delivery of Goods; or negligence on the part of Ceilidh, its servants, agents or contractors.
15. Your liability: You covenant and agree with Ceilidh that you assume sole and entire responsibility for, and indemnify Ceilidh from, any and all claims, liabilities, losses, expenses, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of or as a result of a breach of the Trade Terms, or any wilful, negligent or unlawful act or omission, by you or any person for whom you are responsible.
16. Your default: Ceilidh may suspend or terminate any Contract, and payment for Goods delivered and work performed up to the date of suspension or termination and any other moneys payable under the Trade Terms will immediately become due and payable, if you: fail to pay any moneys due to Ceilidh; fail to perform any of your obligations to Ceilidh under the Trade Terms or any other contract with Ceilidh; are unable to pay your debts as they fall due or cease or threaten to cease conducting your business in the normal manner; enter into, or attempt to enter into, any composition, assignment or other arrangement with, or for the benefit of, your creditors; become, threaten or resolve to become, or are in jeopardy of becoming insolvent; or, being a partnership, dissolve or are in jeopardy of dissolving.
17. Clauses to survive: Clauses 10, 11, 12, 13, 14, 15, 16 and this clause 17 will survive the
termination or expiration of any Contract.
18. Force Majeure: Neither party will be liable for any delay or failure to perform any obligation in whole or in part under the Trade Terms or for any loss or damage (including indirect or consequential loss or damage) if such delay or failure is due to Force Majeure (as that term is commonly understood). Nothing in this clause 18 will excuse payment of any amount owing as it becomes due under the Trade Terms.
19. Miscellaneous:
19.1 Conflicting Terms: In the case of any conflict between an Order accepted by Ceilidh on the one hand, and the Trade Terms on the other hand, the accepted Order will prevail.
19.2 Credit Enquiries: You hereby authorise Ceilidh to make any enquires relative to your trading history or creditworthiness which it may consider necessary from time to time, and for that purpose to disclose to and seek from any party whatsoever any information Ceilidh requires in relation to extending credit to you.
19.3 Variation: Any verbal agreement which does not conform to the Trade Terms will not be binding on Ceilidh unless it has been confirmed by Ceilidh in writing.
19.4 Privacy: You:
(a) hereby request and authorise the parties referred to in clause 19.2 to supply the information referred to in that clause to Ceilidh; (b) agree that any other information collected by Ceilidh about you is accessed or collected for the use of Ceilidh in the course of its business, including direct marketing activities; (c) acknowledge (if you are an individual) that all information provided by you will be held by Ceilidh subject to your right to access to and correction of such information provided by the Privacy Act and (d) You authorise Ceilidh to use any information it may have or obtain about you for the purpose of providing or advertising, or enabling any third party to provide or advertise, additional services or goods to you.
19.5 Warranties: You warrant that you have used, and will use, your own skill and judgement in deciding to enter into any Contract, and that you have not relied and will not rely on any representation made by Ceilidh which is not stated expressly in the Trade Terms, or upon any descriptions, illustrations or specifications of Goods contained in any document (including catalogues or publicity material) produced by Ceilidh.
19.6 Assignment: Ceilidh may assign any Contract or any of its rights, duties or obligations under any Contract at any time.
19.7 Entire Agreement: With respect to any Contract, the provisions of the Trade Terms, any relevant Order Form and any relevant credit application constitute the entire agreement between the parties with respect to their subject matter and supersede all previous understandings, arrangements, agreements and communications, whether verbal or written, between the parties or their advisers with respect to that subject matter.