VGUK Terms and Conditions for the Sale of Goods

1.1. In these Conditions, the following words have the following meanings:-

• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Business Hours: the period from 9.00 am to 5.00 pm (UK time) on any Business Day.
• Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.1.
• Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its group of companies, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods which consists of these Conditions and either (a) (where an Order Confirmation is issued) the Order Confirmation or (b) (where no Order Confirmation is issued) the Order .
• Customer: means the individual, firm, company or other organisation or entity placing an Order with the Supplier for Goods.
• Delivery Location: the location set out in the Order or such other location as the parties may agree in writing.
• EDI: the Supplier’s electronic ordering system for the ordering of Goods which may be offered to approved and registered users, via an approved intermediary or directly by the Supplier.
• End-User: the individual person or organisation to whom the Customer or their customer supplies the Goods and into whose premises the Goods are ultimately installed.
• Force Majeure Event: has the meaning given in clause 10.1.
• Goods: the boilers, heat pumps and/or component parts, materials, spares or any of the Supplier’s climate control products ordered from the Supplier by the Customer or to be supplied by the Supplier to the Customer.
• Guarantee: the guarantee referred to in clause 6 of these Conditions which is given by the Supplier to the End-User in relation to the Goods subject to these Conditions and specified in the Guarantee Terms and Conditions.
• Guarantee Terms and Conditions: the separate document headed “Vaillant Group UK Limited ("Vaillant") Guarantee Terms and Conditions” (as amended from time to time).
• Liability: the liability for any and all damages, claims, proceedings, actions, awards, expenses, penalties, costs, lost profits and any other losses or liabilities.
• Order the Customer’s order for the Goods made through EDI, the Webshop or by email (as the case may be).
• Order Confirmation: the Supplier’s written acceptance of the Order.
• Supplier: Vaillant Group UK Ltd of Nottingham Road, Belper, Derbyshire, DE56 1JT, or such other member of the Vaillant group of companies as may be identified on the Order Confirmation.
• Specification: any specification for the Goods, including any related plans and drawings.
• Webshop: the Supplier’s online platform for the sale of Goods.

1.2. For the avoidance of doubt, to the extent that the Customer and the Supplier have an existing signed trading agreement (“Trading Agreement”), the Order shall be subject to the terms of the Trading Agreement save to the extent that there is any element of these Conditions which is not addressed in the relevant Trading Agreement in which case the relevant provision of these Conditions shall apply.

1.3. Any typographical, clerical or other error or omission in any document or information issued by the Supplier shall be subject to correction without any Liability on the part of the Supplier.

1.4. 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 re-enacted.

1.5. 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.

1.6. A reference to writing or written includes emails and electronic communication via EDI.

2.1. Subject to clause 1.2 these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate in all respects.

2.3. The Order shall only be deemed to be accepted:

2.3.1. in the case of an Order placed via EDI, if the Customer has opted in to notifications enabled, when an Order Confirmation is sent by the Supplier one Business Day from the date of the Order or as soon as the Supplier begins to fulfil the Order (whichever is the sooner);

2.3.2. in the case of an Order placed via Webshop when an Order Confirmation is sent by the Supplier one Business Day from the date of the Order or as soon as the Supplier begins to fulfil the Order (whichever is the sooner);

2.3.3. in the case of an Order placed by email, if the Customer has opted in to notifications when an Order Confirmation is sent by the Supplier or as soon as the Supplier begins to fulfil the Order (whichever is the sooner)

at which point the Contract shall come into existence.

2.4. In the event that the Supplier offers contract prices for certain orders and/or volumes it is the Customer’s responsibility to verify contract numbers on the Order at the time it places the Order if it wishes to benefit from such pricing.

2.5. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer save for a Trading Agreement as set out at clause 1.2 above.

2.6. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or on its website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7. Where applicable a quotation for the Goods given by the Supplier shall not constitute an offer and will constitute an invitation to treat. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

2.8. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including, without limitation, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of any Specification provided by or on behalf of the Customer and/or or any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer. This Clause 2.8 shall survive termination of the Contract.

2.9. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or at the Supplier’s discretion provided always that any amendment to the Specification for any Goods which are the subject of an Order from the Customer does not materially and detrimentally affect the performance of the Goods concerned.

3.1. The Supplier shall ensure that each delivery of the Goods shall be accompanied by a delivery note that shows the type and quantity of the Goods (including the code number of the Goods, where applicable).

3.2. Unless it has been agreed between the parties that the Customer shall collect the Goods, the Supplier shall deliver the Goods to the Delivery Location at any time after the Supplier notifies the Customer that the Goods are ready.

3.3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

3.4. Any dates quoted or requested for delivery are approximate only, and the time of delivery is not of the essence of the Contract. Without prejudice to the above, the Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with access to the Delivery Location, adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

3.6. If the Customer fails to accept delivery of or collect (as the case may be) the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready (in the case of collection) or after one failed attempt to deliver (in the case of delivery), then, except where such failure is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under these Conditions, the Goods shall be returned to the Supplier’s stock and the Customer shall be issued with a refund or credit from which the Supplier may deduct any reasonable costs, losses or expenses incurred in processing the Order and attempting to deliver the Goods including, but not limited to, a time cost for the Supplier’s personnel and the cost of any third party courier or logistics provider.

3.7. If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the relevant invoice.

3.8. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

3.9. Goods delivered outside U.K. mainland or the Republic of Ireland may be subject to carriage charges.

3.10. For orders that necessitate sea transport to a U.K. port the Customer will bear all demurrage charges (if any) arising from any act or omission on their part or on the part of any third party acting for them which delays receipt of the goods.

3.11. Unless otherwise stated by the Supplier (whether in the Order Confirmation or otherwise), standard delivery shall be free of charge and is estimated to arrive within 3 to 5 Business Days, subject to clause 3.4 above. If the Customer requires next day delivery, this will be subject to additional charges that the Supplier can provide quotation for upon request.

4.1. The price of the Goods shall be the price set out on the Webshop or, for Orders placed via EDI or email, in the Supplier’s most up to date price list or the relevant Trading Agreement.

4.2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

4.2.1. any factor beyond the Supplier’s control (including but not limited to foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

4.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

4.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

4.3. The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall be additionally liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

4.4. The Supplier may invoice the Customer for the Goods on the night of dispatch of the Goods or at any time thereafter.

4.5. Unless agreed otherwise in writing between the parties the Customer shall pay the invoice in sterling and in full and in cleared funds 30 days end of month (from date of invoice), with payment to be in the Supplier’s bank account by the 30th of each month (28th or 29th for February) (“Payment Due Date”). For example, any invoices raised in June would be due for payment by July 30th, Any invoices raised in January would be due for payment by the 28th or 29th of February.

For the avoidance of doubt should the Payment Due Date be a non-working day such as the weekend or Bank Holiday payment shall be made on the last working day of the due date month. For example, invoices due August 30th which falls on a Saturday must be paid in cleared funds to the Supplier’s nominated bank account by Friday 29th or sooner if the 30th lands on a bank Holiday.

4.6. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.

4.7. Payments not received on the Payment Due Date will result in automatic suspension of the supply of Goods until payment due is received.

4.8. Late payments will be reported monthly to the Supplier’s credit insurers, 3 or more late payments in any 12-month period will result in a review of the Customer’s credit account which may result (at the Supplier’s discretion) in the reduction or withdrawal of the Customer’s credit terms.

4.9. If the Customer fails to make any payment due to the Supplier under these Conditions by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. 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 Customer shall pay the interest together with the overdue amount.

4.10. The Customer shall pay all amounts due under these Conditions in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

5.1. The risk in the Goods shall pass to the Customer on completion of delivery on an INCOTERMS 2020® DAP basis. When the Goods are collected by the Customer or their agent on an INCOTERMS 2020® Ex-works basis when risk will pass upon the Goods leaving the Suppliers premises.

1.2. All deliveries made whether by the Supplier’s own transport, or via an independent contractor, to the Customer’s own premises or a third party contract site, must be legibly signed for by a duly authorised person; a signature on the top copy of the delivery note will be proof of delivery. Where any dispute arises, the Customer shall detail the nature of any dispute on the top copy of the delivery note. In the absence of such detail, the Customer shall have no right to raise any such dispute following delivery. The Supplier reserves the right to refuse any credit allowances, however arising, in respect of unclear or unauthorised signatories for deliveries.

5.3. Title to the Goods shall not pass to the Customer until the earlier of:

5.3.1. the time the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

5.3.2. the time the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 5.5.

5.4. Until title to the Goods has passed to the Customer, the Customer shall:

5.4.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

5.4.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

5.4.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

5.4.4. notify the Supplier immediately if it becomes subject to any of the events listed in Clause 9.1; and

5.4.5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.

5.5. Subject to Clause 5.6, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

5.5.1. it does so as principal and not as the Supplier’s agent; and

5.5.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

5.6. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 9.1, then, without limiting any other right or remedy the Customer may have:

5.6.1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

5.6.2. the Supplier may at any time:

5.6.2.1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

5.6.2.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.1. The Supplier guarantees the Goods in accordance with the terms of the Guarantee Terms and Conditions.

6.2. The Customer will, where applicable, ensure that it makes a copy of the Guarantee Terms and Conditions available to the End-User and complies in all other respects with the consumer legislation which relates to guarantees.

6.3. The Customer will, where applicable, do any and all acts and/or things necessary to assist the Supplier in determining the cause of any fault or defect which an End-User claims is covered by the Guarantee and repairing, replacing or refunding the price of the Goods to the End-User in accordance with the terms of the Guarantee Terms and Conditions.

6.4. The Customer must notify the Supplier immediately upon receipt, notification or becoming aware of any claim by an End-User under the Guarantee.

6.5. The Customer will not make or give any admission, statement, promise and/or assurances to the End-User making a claim under the Guarantee without the express prior written authorisation of the Supplier.

6.6. The Supplier shall be under no Liability to the Customer under the Guarantee or otherwise in respect of any defect in the Goods arising from:

6.6.1. any components which have been altered, treated, processed or worked on by the Customer other than in the ordinary course of installation in accordance with the Supplier’s installation instructions provided with the Goods ;

6.6.2. any drawing, design or specification supplied by the Customer;

6.6.3. any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Goods; or

6.6.4. wilful damage, abnormal working conditions, misuse, alteration, repair or maintenance of Goods (other than in accordance with the relevant Suppliers Installation and Service Manual), or negligence on the part of the Customer or a third party

6.7. Where the Customer notifies the Supplier under and in accordance with clause 6.5 above, that an End-User has made a claim under the Guarantee, the Customer shall (if required by the Supplier) either return the Goods and/or components to the Supplier’s premises or allow reasonable access to be given for inspection of the same. Upon the return of the Goods or upon their inspection (as the case may be) the Supplier will, if the component is found to be defective, at its own option either repair or replace the component or (where the Goods have been returned) credit the Customer’s account with the value of the Goods.

6.8. The Customer will not incur any costs, expenses, fees and/or charges whether external or otherwise in connection with any claim by an End-User under the Guarantee, without first obtaining from the Supplier a unique authorisation code generated verbally or in writing issued by the Suppliers service arm, prefixed “S” or “A” as appropriate. The Supplier shall have no liability where the Customer has incurred such costs, expenses, fees and/or charges without first obtaining the unique authorisation code.

6.9. The Goods shall be manufactured and supplied in accordance with all applicable British Standards which relate specifically to the Goods.

6.10. The Supplier reserves the right to withdraw Goods from sale without notice where the specifications do not comply with any safety, statutory or other legal requirements.

6.11. Save as aforesaid all express or implied conditions or warranties statutory or otherwise as to the state, quality, fitness, suitability or performance of the Goods are expressly excluded to the fullest extent permitted by law.

7.1. The Supplier shall have no Liability for any defect in the Goods caused or contributed to as a result of the Goods being used for display or demonstration purposes or being handled by the Customer’s customers and/or the End-User. The Supplier shall have no Liability to the Customer for defective Goods where the defect has been caused or contributed to by the Customer.

7.2. The Supplier shall have no Liability to the Customer if the price for the Goods has not been paid in full by the Payment Due Date.

7.3. The Supplier shall have no Liability to the Customer for Goods not despatched or Goods damaged or lost in transit unless the event is notified to the Supplier in writing within 5 Business Days.

7.4. The Supplier shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed by the Customer’s continued use or sale of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

7.5. The Customer shall where it is reasonable to do so produce to the Supplier written evidence of any claims for which it is alleged that the Supplier is liable together with written details of how the loss was caused by the Supplier and the steps the Customer has taken to mitigate the loss before the Supplier shall have any Liability for the claim by the Customer.

7.6. The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against the Supplier.

7.7. The Supplier shall have no Liability for any matters which are outside of its reasonable control.

7.8. The Supplier shall have no Liability to the End User for any damage, claims, loss, liability, costs or expenses incurred or suffered by the End User caused or contributed to by any employee, sub-contractor and/or agent of the Customer during the installation of the Goods.

7.9. The Supplier shall have no Liability to the Customer for any:

7.9.1. consequential losses; or

7.9.2. loss of profits; or

7.9.3. damage to goodwill; or

7.9.4. economic and/or other similar losses; or

7.9.5. special damages; or

7.9.6. indirect losses; or

7.9.7. business interruption, or

7.9.8. loss of business, contracts, opportunity and/or production.

7.10. The Customer shall be under a duty to mitigate any loss, damage, costs or expenses that the Customer may suffer (including, but not limited to, maintaining an adequate stock of Goods).

7.11. The Supplier’s total Liability to the Customer shall not exceed 110% of the order value of the specific Goods in relation to which the Customer’s claim relates. To the extent that any of the Supplier’s Liability to the Customer would be met by any insurance of the Supplier then the Supplier’s Liability shall be extended to the extent that such Liability is met by such insurance.

7.12. Each of the limitations and/or exclusions in these Conditions shall be repeated and apply as a separate provision for each of: Liability for breach of contract; Liability in tort (including negligence); Liability for breach of statutory duty; and Liability for breach of common law, except clause 7.11 above which shall apply once in respect of all the said types of Liability.

7.13. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to Liability for death or personal injury due to the Supplier’s negligence or any Liability which is due to fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

7.14. The Customer warrants and represents that it has not been convicted of any offence involving either the evasion of tax or 'tax evasion facilitation' (within the meaning of Part 3 of the Criminal Finances Act 2017) and if the Customer is so convicted or proceedings are commenced against the Customer for such an offence, it shall notify the Supplier in writing as soon as is practicable.

7.15. The Customer undertakes that, when acting in its capacity as an 'associated person' of the Supplier (within the meaning of section 44 of the Criminal Finances Act 2017), it shall not commit any such offence as is referred to in 7.14 above.

7.16. The Customer shall at all times maintain any such policies and procedures as are reasonable and proportionate with the aim of preventing any person who is acting in the capacity of an 'associated person' of the Customer (within the meaning of section 44 of the Criminal Finances Act 2017) from facilitating the evasion of tax.

7.17. The Customer shall promptly report to the Supplier in writing any request or demand for any assistance or information in relation to the Supplier or the goods or services supplied pursuant to this Agreement that it reasonably suspects may be used in the commission of a UK or a foreign tax evasion (or tax evasion facilitation) offence (in each case within the meaning of Part 3 of the Criminal Finances Act 2017).

8.1. The Supplier shall not accept the return of any Goods unless the process in clause 8.2 is followed in full and the Customer notifies the Supplier of its desire to return the Goods within 5 days of delivery.

8.2. In relation to all requested returns::

8.2.1. All return requests must by email to sales@vaillant-group.com and include (a) Photos of the Goods the Customer wishes to return clearly showing the condition of the Goods and (where appropriate) any relevant damage or defect and (b) Original P/O Number, Invoice Number, or Delivery Note Number; and .

8.2.2. All part/s must be in their original packaging, unopened, undamaged and with no additional writing, stickers/labels

8.3. Where Goods are accepted for return;

8.3.1. the Supplier or the Supplier’s agent shall (at the Customer’s cost) collect the Goods at such time as is determined by the Supplier (acting reasonably);

8.3.2. the Customer shall give the Supplier all reasonable assistance in relation to collection and return of the Goods;

8.3.3. if title to the Goods has transferred to the Customer it shall revert to the Supplier on collection under clause 8.3.1; and

8.3.4. the Supplier reserves the right to issue a handling charge of up to and including 20% of the invoice value of the Goods which may (at the Supplier’s discretion) be charged to the Customer (in which case it shall be payable on demand) or deducted from any refund for the Goods that the Supplier may agree to provide.

9.1. If the Customer fails to make any payment to the Supplier when due, breaches any of these Conditions, pledges or charges any Goods which remain the Suppliers property, ceases or threatens to cease to carry on business, proposes to compound with its creditors, applies for an interim order under section 252 of the Insolvency Act 1986, has a bankruptcy petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets or takes or suffers any similar action in any jurisdiction then the Supplier shall (without prejudice to any other rights or remedies it may have) have the right forthwith to:

9.1.1. enter, without prior notice, any of the Customer’s premises (or premises of third parties with their consent) where Goods owned by the Supplier may be and repossess and dispose of or sell any Goods found which are owned by the Supplier so as to discharge any sums due to the Supplier under the Contract or any other contract between the Supplier and the Customer;

9.1.2. require the Customer not to re-sell or part with the possession of any Goods owned by the Supplier until the Customer has paid in full all sums due to the Supplier under the or any other contract between the Supplier and the Customer;

9.1.3. withhold delivery of any undelivered Goods and stop any Goods in transit;

9.1.4. cancel, terminate and/or suspend without Liability any agreement with the Customer; and

all monies owed by the Customer to the Supplier shall forthwith become due and payable.

9.2. The Supplier shall have a lien over all property or goods belonging to the Customer which may be in the Supplier’s possession in respect of all sums due from the Supplier to the Customer.

9.3. Upon the termination of the Contract for any reason if any monies due to the Supplier from the Customer have not been paid within 14 days of such termination the Supplier may sell any property or goods over which the Supplier has a lien in accordance with clause 9.2 above (and the Customer agrees that the Supplier may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by the Customer to the Supplier, thirdly in payment of any principal sums owed to the Supplier and fourthly the Supplier shall account to the Customer for the remainder (if any).

10.1. Force Majeure Event means any circumstance not in a party's reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent]; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service.

10.2. Provided it has complied with clause 10.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

10.3. The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

10.4. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 2 weeks' written notice to the Affected Party.

11.1. Each party undertakes that it shall not at any time during this agreement and for a period of five years after termination or expiry of this agreement disclose to any person any Confidential Information, except as permitted by clause 11.2.

11.2. Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors 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, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11.4. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.

12.1. No variation to these Conditions shall be binding on the Supplier unless contained in the Supplier’s quotation or agreed in writing between the Customer and one of the Supplier’s authorised representatives. The Supplier’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by the Supplier in writing. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.2. All third party rights are excluded and no third party shall have any right to enforce the Contract. Any rights of a third party to enforce the Contract may be varied and/or extinguished by agreement between the parties to the Contract without the consent of any such third party

12.3. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

12.4. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 written consent of the Supplier.

12.5. 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.

12.6. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case)

12.7. Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(a) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting

This clause 12.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.8. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be subject to and construed in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Version March 2026