STANDARD TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS
C&B AGRI ENTERPRISE LIMITED.

1. Definitions and Interpretation
   1. In these terms and conditions the following words shall have the following meanings:

      Bank Payment Obligation: an inter-bank instrument being an irrevocable and independent undertaking of
      the Buyer’s Bank to pay or incur a deferred payment obligation and pay at maturity a specified amount to
      C&B Agri’s Bank to secure payments against the successful matching of trade data in accordance with this
      Contract;

      Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Dublin, Ireland are open
      for business;

      Buyer: the company, firm, organisation or person who purchases the Products from C&B Agri Enterprise Ltd

      Buyer’s Bank: an international banking institution selected to hold an account on behalf of the Buyer, and
      where the parties have agreed payment

      C&B Agri Enterprise Ltd: C&B Agri Enterprise Ltd, a company registered in Ireland whose registered office
      address is Main Street, Dunkineely, Co. Donegal, Ireland

      C&B Agri Enterprise Ltd Bank: an international banking institution selected to hold an account on behalf of
      C&B Agri Enterprise Ltd and where the parties have agreed payment

      Certificate of Analysis: the certificate of analysis of the Products carried out by external EU approved testing
      laboratories on behalf of C&B Agri Enterprise Ltd twice each annual year.

      Conditions: the terms and conditions set out in this document;

      Contract: the contract between C&B Agri Enterprise Ltd and the Buyer for the sale and purchase of the
      Products in accordance with these Conditions;

      EEA Countries: the countries or states which are members of the European Economic Area established under
      the Agreement on the European Economic Area;

      Force Majeure Event: an event or circumstance beyond a party's reasonable control;

      Order: the order for the Products submited by the Buyer, which may be the Buyer's writen acceptance of
      C&B Agri Enterprise Ltd quotation for the Products;

      Order Confirmation: C&B Agri Enterprise Ltd writen acceptance of the Order given to the Buyer, which
      acceptance may be given to the Buyer by email;

      Products: C&B Agri Enterprise Ltd products (or any part of them) set out or referred to in the Order;

      Specification: the specification for the Products that is agreed in writing by the Buyer and C&B Agri
      Enterprise Ltd;

      Sales contract: Any contract between the Buyer and C&B Agri Enterprise Limited and any subsequent
      purchase of Goods by the Buyer.

   2. In these Conditions:
      1. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted;b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      2. a reference to writing or writen includes texts and emails.
   3. The headings in these Conditions are for ease of reference only and shall not affect the construction or interpretation of these Conditions or the Contract.
2. Basis of contract
   1. These Conditions apply to the Sales Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. The Order constitutes an offer by the Buyer to purchase the Products in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
   3. The Order shall only be deemed to be accepted when C&B Agri Enterprise Ltd issues an Order Confirmation, at which point the Contract shall come into existence.
   4. No Order which has been accepted by C&B Agri Enterprise Ltd in accordance with 2.3 hereof may be cancelled by the Buyer except with the agreement in writing of C&B Agri Enterprise Ltd on the terms that the Buyer shall indemnify C&B Agri Enterprise Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by C&B Agri Enterprise Ltd as a result of such cancellation.
   5. Any samples, product characteristics, chemical structure diagrams, descriptive mater or advertising produced by C&B Agri Enterprise Ltd, and any product details contained in C&B Agri Enterprise Ltd product literature or on C&B Agri Enterprise Ltd website, are produced or displayed for the sole purpose of giving an approximate idea of the products referred to but shall not form part of the Contract nor have any contractual force.
   6. A quotation shall only be valid for a period of thirty (30) Business Days from its date of issue, unless otherwise specified by C&B Agri Enterprise Ltd.
3. Products
   1. The Products are described in the Specification.
   2. C&B Agri Enterprise Ltd reserves the right to amend the Specification if so required by, or to comply with, any applicable statutory or regulatory requirements.
   3. The Buyer does not acquire any property rights to the formulation or specification of the Products which may be made available to it. C&B Agri Enterprise Ltd remains the exclusive owner of any intellectual or industrial property rights relating to the Products.
4. Delivery
   1. C&B Agri Enterprise Ltd shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order Confirmation, all relevant reference numbers, the type and quantity of the Products in the form of a Certificate of Analysis (if applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
   2. C&B Agri Enterprise Ltd shall deliver the Products to the location set out or referred to in the Order Confirmation or such other location as the parties may agree (the Delivery Location) at any time after C&B Agri Enterprise Ltd notifies the Buyer that the Products are ready.
   3. Delivery is completed on the completion of unloading of the Products at the Delivery Location.
   4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. C&B Agri Enterprise Ltd shall not be liable for any delay in delivery of the Products that is caused by a Force MajeureEvent or the Buyer's failure to provide C&B Agri Enterprise Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
   5. If C&B Agri Enterprise Ltd fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. C&B Agri Enterprise Ltd shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide C&B Agri Enterprise Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
   6. C&B Agri Enterprise Ltd may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
   7. Unless otherwise specified in the Order Confirmation, the sale and delivery of the Products shall be subject to Incoterms®
      For the avoidance of any doubt C&B Agri Enterprise Ltd will not be responsible for payment of any local taxes including VAT at the Delivery Location. If there is any inconsistency between the agreed Incoterms® and the terms in these Conditions, these Conditions shall prevail.
   8. If the Buyer fails to take delivery of the Products or any part of them and/or fails to provide instructions, documents, licences, consents or authorisations required to enable the Products to be delivered according to the Order Confirmation and the applicable local laws and regulations of the Delivery Location C&B Agri Enterprise Ltd shall be entitled upon giving writen notice to the Buyer to store or arrange for the storage of the Products and then:
      1. risk in the Products shall pass to the Buyer;
      2. delivery shall be deemed to have taken place;
      3. the Buyer shall pay to C&B Agri Enterprise Ltd all costs and expenses including storage and insurance charges arising from such failure; and
      4. the Buyer shall be liable to pay for the Products in accordance with 7 hereof
5. Quality
   1. C&B Agri Enterprise Ltd warrants that on delivery the Products shall for a period of 6 months:
      1. conform, as far as is reasonably possible given that the Product is natural, with the Certificate of Analysis
   2. Subject to clause 5.3, if:
      1. the Buyer gives notice in writing to C&B Agri Enterprise Ltd within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;
      2. C&B Agri Enterprise Ltd is given a reasonable opportunity of examining such Products; and
      3. the Buyer (if asked to do so by C&B Agri Enterprise Ltd) returns such Products to C&B Agri Enterprise Ltd place of business at the Buyer's cost,
      C&B Agri Enterprise Ltd shall, at its option, replace the defective Products or refund the price of the defective Products in full.
   3. C&B Agri Enterprise Ltd shall not be liable for the Products' failure to comply with the warranty set out in clause 5.1 in any of the following events:
      1. the Buyer makes any further use of such Products after giving notice in accordance with clause 5.2;
      2. the defect arises because the Buyer failed to follow C&B Agri Enterprise Ltd oral or writen instructions as to the storage or use of the Products or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of C&B Agri Enterprise Ltd following any design or specification supplied by the Buyer;
      4. the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions;
      5. the defect arises due to or as a consequence of the processing, repacking, handling, management, use transport, or storage of the Products by the Buyer or their customer or a third party; or
      6. the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   4. Except as provided in this clause 5, C&B Agri Enterprise Ltd shall have no liability to the Buyer in respect of the Products' failure to comply with the warranty set out in clause 5.1.
   5. With the exception of the implied term of satisfactory quality under sale of goods (Irish Law) are, to the fullest extent permited by law, excluded from the Contract.
   6. The Buyer shall promptly inform C&B Agri Enterprise Ltd of any claim made against the Buyer by its customers or third parties concerning the goods delivered or industrial intellectual property rights related thereto.
   7. These Conditions shall apply to any replacement products supplied by C&B Agri Enterprise Ltd.
6. Title and risk
   1. The risk in the Products shall pass to the Buyer at the time of delivery or, if any relevant term from the Incoterms®2020(ICC rules for the use of domestic and international trade terms), as amended, is referred to on the face of this Contract, at such time as is provided in the Incoterms®2020, as amended.
   2. Title to the Products shall not pass to the Buyer until the earlier of:
      1. C&B Agri Enterprise Ltd receiving payment in full (in cleared funds) for the Products and any other products that C&B Agri Enterprise Ltd has supplied to the Buyer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and
      2. the Buyer reselling or repacking or transforming the Products, in which case title to the Products shall pass to the Buyer at the time specified in clause 6.4 and C&B Agri Enterprise Ltd shall have a claim against the Buyer for the debt owed for the supply of the Products so resold or repacked. Such claim to be exercised on the repacked or transformed products for the amount corresponding to the Product value due.
   3. Until title to the Products has passed to the Buyer, the Buyer shall:
      1. store the Products separately from all other Products held by the Buyer so that they remain readily identifiable as C&B Agri Enterprise Ltd property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
      3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify C&B Agri Enterprise Ltd immediately if it becomes subject to any of the events listed in clause 8.1; and
      5. give C&B Agri Enterprise Ltd such information relating to the Products as C&B Agri Enterprise Ltd may require from time to time.
   4. Subject to clause 6.5, the Buyer may resell or use the Products in the ordinary course of its business (but not otherwise) before C&B Agri Enterprise Ltd receives payment for the Products. However, if the Buyer resells or uses the Products before that time:
      1. it does so as principal and not as C&B Agri Enterprise Ltd agent.
      2. title to the Products shall pass from C&B Agri Enterprise Ltd to the Buyer immediately before the time at which resale or use by the Buyer occurs.
      3. it shall hold the proceeds of such sub-sale or transfer (or such proportion as is due to C&B Agri Enterprise Ltd) on behalf of C&B Agri Enterprise Ltd and accept that C&B Agri Limited have retention of title to such proceeds. The Buyer shall ensure that such moneys are held separately from and are in no way mixed with any other moneys or funds and that all moneys held on C&B Agri Enterprise Ltd behalf are identified as such.
      4. It shall not pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of C&B Agri Enterprise Ltd and if the Buyer does so all money owing to C&B Agri Enterprise Ltd shall (without prejudice to any other right or remedy of C&B Agri Enterprise Ltd) forthwith become due and payable.
   5. If before title to the Products passes to the Buyer the Buyer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy C&B Agri Enterprise Ltd may have:
      1. the Buyer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and
      2. C&B Agri Enterprise Ltd may at any time:
         1. require the Buyer to deliver up all Products in its possession that have not been resold, used or irrevocably incorporated into another product; and
         2. if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored in order to recover them.
   6. The Buyer shall be responsible for ensuring that except to the extent that instructions as to the use or sale of the Products are contained in the packaging or labelling of the Products any use or sale of the products by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Products by the Buyer is carried out in accordance with directions given by C&B Agri Enterprise Ltd or any competent governmental or regulatory authority and the Buyer will indemnify C&B Agri Enterprise Ltd against any liability loss or damage which C&B Agri Enterprise Ltd might suffer as a result of the Buyer’s failure to comply with this condition.
7. Price and payment
   1. The price of the Products shall be the price set out or referred to in the Order Confirmation.
   2. C&B Agri Enterprise Ltd may, by giving notice to the Buyer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
      1. any factor beyond C&B Agri Enterprise Ltd control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, transportation and other manufacturing costs);
      2. any request by the Buyer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
      3. any delay caused by any instructions of the Buyer or failure of the Buyer to give C&B Agri Enterprise Ltd adequate or accurate information or instructions.
   3. The price of the Products:
      1. excludes amounts in respect of value added tax (VAT), which, if applicable, the Buyer shall additionally be liable to pay to C&B Agri Enterprise Ltd at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. all cost relating to packaging, insurance and transport are subject to Incoterms®2020.
   4. C&B Agri Enterprise Ltd may invoice the Buyer for the Products on or at any time after completion of delivery of the Products unless the Products are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Products in which event C&B Agri Enterprise Ltd shall be entitled to invoice the Buyer for the price at any time after C&B Agri Enterprise Ltd has notified the Buyer that the Products are ready for collection or (as the case may be) C&B Agri Enterprise Ltd (or its contractor) has tendered delivery of the Products.
   5. The Buyer shall pay the invoice in full and in cleared funds within the period detailed on the invoice. Where no period is specified the invoice must be paid within 30 days of its date. Payment shall be made to the bank account nominated in writing by C&B Agri Enterprise Ltd. Time for payment is of the essence.
   6. If the Buyer fails to make any payment due to C&B Agri Enterprise Ltd under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of fourteen point five percent(14.5%) per cent per annum above the ECB's base rate from time to time or the maximum interest rate permited by the usury laws of the Buyer’s country, whichever may be lower. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
   7. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). All bank charges incurred in the course of telegraphic transfer shall be paid by the Buyer. C&B Agri Enterprise Ltd may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by C&B Agri Enterprise Ltd to the Buyer.
   8. If the Buyer is required under any applicable law to withhold or deduct any amount from the payments due to C&B Agri Enterprise Ltd, the Buyer shall increase the sum it pays to C&B Agri Enterprise Ltd by the amount necessary to leave C&B Agri Enterprise Ltd with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
   9. If the parties have agreed on payment against the security of a Bank Payment Obligation then unless otherwise agreed the Buyer must arrange for C&B Agri Enterprise Ltd to receive an assurance of payment in accordance with the agreed payment terms in the form of a Bank Payment Obligation to be issued by the Buyer’s Bank in favour of C&B Agri Enterprise Ltd Bank subject to the URBPO to be notified at least 30 days before the agreed date of shipment or at least 30 days before the proposed date for delivery as determined by C&B Agri Enterprise Ltd. Unless otherwise agreed the Bank Payment Obligation shall be payable on delivery of the Product.
   10. To the extent that the parties have agreed the payment is to be backed by bank guarantee the Buyer is to provide at least 30 days before the proposed date of delivery a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees (URDG 758) published by the International Chamber of Commerce or a standby leter of credit subject either to such Rules to the International Standby Practices (ISP 98) or to the Uniform Customs and Practice for Documentary Credits (UCP 600) published by the International Chamber of Commerce.
   11. C&B Agri Enterprise Ltd is not obliged to accept orders from any customer or buyer who has not supplied C&B Agri Enterprise Ltd with references satisfactory to C&B Agri Enterprise Ltd. If at any time C&B Agri Enterprise Ltd is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and all amounts owing by the Buyer to C&B Agri Enterprise Ltd shall be immediately payable in cash or transfer of cleared funds to C&B Agri Enterprise Ltd Bank.
8. Termination
   1. Without limiting its other rights or remedies, C&B Agri Enterprise Ltd may terminate the Sales Contract with immediate effect by giving writen notice to the Buyer if:
      1. the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;
      2. the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
      4. the Buyer's financial position deteriorates to such an extent that in C&B Agri Enterprise Ltd opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
      5. there is a material change in the ownership or control of the Buyer that C&B Agri Enterprise Ltd considers in its absolute discretion to be detrimental to its interests.
   2. Without limiting its other rights or remedies, C&B Agri Enterprise Ltd may suspend provision of the Products under the Contract or any other contract between the Buyer and C&B Agri Enterprise Ltd if the Buyer becomes subject to any of the events listed in clauses 8.1(a) to 8.1(d), if C&B Agri Enterprise Ltd reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.
   3. Without limiting its other rights or remedies, C&B Agri Enterprise Ltd may terminate the Contract with immediate effect by giving writen notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
   4. On termination of the Contract for any reason the Buyer shall immediately pay to C&B Agri Enterprise Ltd all of C&B Agri Enterprise Ltd outstanding unpaid invoices and interest.
   5. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
   6. Any provision of the Contract that expressly or by implication is intended to come into, or continue, in force on or after termination shall remain in full force and effect.
9. Limitation of liability
   1. Nothing in these Conditions shall limit or exclude C&B Agri Enterprise Ltd or the Buyer’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation; or
      3. any mater in respect of which it would be unlawful for C&B Agri Enterprise Ltd or the Buyer to exclude or restrict liability.
   2. Subject to clause 9.1:
      1. C&B Agri Enterprise Ltd shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of contracts, loss of anticipated savings, loss of or damage to goodwill, or any indirect or consequential loss arising under or in connection with the Contract;
      2. C&B Agri Enterprise Ltd shall not be liable for any losses arising from the Buyer’s subsequent use or misuse of the Products including any wilful damage, the Buyer’s negligence (or that of its agents or employees), any failure by the Buyer (or its agents or employees) to follow C&B Agri Enterprise Ltdinstructions for the storage or use of the Products and any changes made to the Products by any further manufacturing process including repacking, mixing or formulating, or the actions of any third party, not approved by C&B Agri Enterprise Ltd; and
      3. C&B Agri Enterprise Ltd maximum liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products paid by the Buyer.
   3. The Buyer is under a duty whenever possible to inspect the Products on delivery or on collection as the case may be.
   4. C&B Agri Enterprise Ltd shall not be liable for a defect damage or shortage in the Products that would be apparent on reasonable careful inspection in accordance with 9.3
   5. The Buyer must notify C&B Agri Enterprise Ltd within fourteen (14) days of the date of delivery or collection of any damage defect or shortage. Failure to provide such notification will relieve C&B Agri Enterprise Ltd of any liability in respect of the defect damage or shortage.
   6. In respect of a defect in the Products which is not apparent on reasonable careful inspection in accordance with 9.3 C&B Agri Enterprise Ltd will be under no liability unless it is notified within fourteen (14) days after detection but in no event later than six (6) months of the date of delivery after which time C&B Agri Enterprise Ltd will bear the Buyer no liability for defective product.
   7. The Buyer shall indemnify C&B Agri Enterprise Ltd for any losses, liabilities , damages, costs and expenses (including regulatory penalties legal and professional fees and disbursements) suffered or incurred by C&B Agri Enterprise Ltd in connection with any claim or legal proceeding against C&B Agri Enterprise Ltd by a third party.
   8. The Buyer shall immediately notify C&B Agri Enterprise Ltd of any claim or legal proceeding against the Buyer by a third party including any breach of C&B Agri Enterprise Ltd industrial or intellectual property rights in relation to the Products and if C&B Agri Enterprise Ltd so requests will allow C&B Agri Enterprise Ltd to conduct and control the proceedings and related setlement of the claim for which the Buyer will indemnify C&B Agri Enterprise Ltd.
   9. The Buyer will furnish all reasonable assistance to C&B Agri Enterprise Ltd and make no admission prejudicial to any claim or defence pursuant to 9.8 hereof.
10. Force majeure
    1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for more than twelve (12) weeks, either party may terminate the Contract by giving fourteen (14) days’ writen notice to the affected party. Force Majeure Event shall include, but not be limited to n any flood, drought, ice, frost, fog, wind, typhoon, hurricane, tidal wave, landslide, lightning, earthquake or other act of God, prohibition of exportation or importation, refusal to issue export/import license, law, regulation, order, direction or guidance of any government or instrumentality thereof (including without limitation, any Sanctions imposed by any sanction authority), intervention of civil, naval or military authorities, war or hostilities or the threat or apprehension thereof, warlike condition, terrorism, riot, civil commotion, insurrection, mobilization, revolution, blockade, embargo, strike, lockout, slowdown, sabotage, fire, explosion, plague, epidemic, contagion, quarantine, prolonged failure or shortage of electric current, shortage of petroleum products, fuel or energy sources or other raw materials (including as required to maintain the Affected Partyʼs normal level of operation), accidents to or breakdown of machinery or plant, unavailability or shortage of shipping space or transportation facilities, port facilities or loading or unloading facilities, perils of the seas, accident of navigation, severe economic dislocation, or any material change in circumstances that would impose hardship upon the Affected Partyʼ s performance.
    2. If it is apparent after a period of eight (8) weeks from the declaration of a pandemic that this contract will not be capable of being fulfilled by C&B Agri Enterprise Ltd as a direct result of the effects of thepandemic C&B Agri Enterprise Ltd will serve notice on the Buyer of such inability to fulfil the terms of this Contract and of its termination at C&B Agri Enterprise Ltd election. C&B Agri Enterprise Ltd will bear no liability to the Buyer for breach of its obligations due to the effects of a pandemic.
11. General
    1. Assignment and other dealings.
       1. C&B Agri Enterprise Ltd may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
       2. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior writen consent of C&B Agri Enterprise Ltd.
    2. Confidentiality.
       1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs without the prior writen consent of the other party for a period of 3 years after the delivery of the products, except as permited by clause 11.2(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
       2. Each party may disclose the other party's confidential information:
          1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and
          2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    3. Entire agreement.
       1. The Contract (together with the Order Confirmation(s)) constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether writen or oral, relating to its subject mater.
       2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
    4. Variation. No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Anymodification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    7. Notices.
       1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
       2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); if sent by pre-paid registered post or other next working day delivery service, at 9.00 am on the first Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
       3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    8. Third party rights. No one other than a party to the Contract and their permited assignees shall have any right to enforce any of its terms.
    9. Compliance with laws. The parties agree to comply with all laws relating to this Contract and the Products where they conduct their business and the Products are delivered including but not limited to the Criminal Justice (Corruption Offences) Act 2018. Either party shall promptly notify the other party as soon as it becomes aware that any transaction based on this Contract is in breach of any Sanctions.
    10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject mater or formation, shall be governed by and construed in accordance with the law of Ireland.
    11. Jurisdiction. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Dublin, Ireland Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dublin, Ireland. The language to be used in the arbitral proceedings shall be English.