Terms of Sale

These Terms of Sale (“Terms”) apply to the sale of Goods and, where expressly agreed, Services by Non Slip Shop Ltd (“we”, “us”, “our”) to all customers.

1. DEFINITIONS AND INTERPRETATION

1.1 Business Day means a day other than a Saturday, Sunday or public holiday in England and Wales.

1.2 Buyer / Customer means the person, firm or company purchasing Goods and/or Services from us.

1.3 Consumer means an individual acting for purposes wholly or mainly outside their trade, business or profession.

1.4 Business Customer means a Buyer acting in the course of a trade, business or profession.

1.5 Goods means all products supplied by us, including (without limitation) GRP anti-slip products, load-bearing products, fire-resistant products and accessories.

1.6 Order means any order placed via our website, email, telephone, purchase order, or trade credit account.

1.7 Contract means the legally binding agreement formed in accordance with clause 3.

1.8 Services means installation or other services supplied by us only where expressly agreed in writing.

1.9 Purpose-Made Goods means any Goods described, referred to or understood (in quotations, order confirmations, emails, invoices, on our website or otherwise) as bespoke, made to order, made to measure, custom made or made to your requirements, including (without limitation) Goods which are cut, drilled, machined, fabricated, colour-specific, adapted from stock, or manufactured following Buyer approval.

1.9A Consumer clarification: For Consumers, Purpose-Made Goods include goods made to your specifications or clearly personalised within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

1.10 Writing / Written includes email and electronic communications.

2. BUYER STATUS AND CONTRACTORS

2.1 These Terms apply to Consumers and Business Customers.

2.2 Where the Buyer is a Consumer, mandatory consumer rights apply and prevail where required by law.

2.3 Where the Buyer is a Business Customer, the Business-specific provisions of these Terms apply.

2.4 The Buyer confirms, at the time of placing an Order, whether it is acting as a Consumer or a Business Customer, and we may reasonably rely on that confirmation.

2.5 Contractors and End Use

Where the Buyer is acting as a contractor, intermediary or reseller, responsibility for suitability, specification, compliance and end-use application rests solely with the Buyer and/or the end user and not with us.

3. BASIS OF CONTRACT AND ORDER ACCEPTANCE

3.1 Any quotation or estimate issued by us is an invitation to treat and does not constitute an offer.

3.2 An Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Terms.

3.3.A.  A Contract is formed only when we do one of the following:

• A. Issue written acceptance or an order confirmation (including by email);

• B. Dispatch standard (non-purpose-made) Goods; or

• C. Commence manufacture or processing of Purpose-Made Goods following specification approval.

3.3A Where Goods are dispatched prior to written order confirmation, dispatch of the Goods shall constitute acceptance of the Order and formation of the Contract.

3.4 Commencement of manufacture includes allocation of materials, scheduling of production, preparation for manufacture, cutting, machining, drilling, fabrication or other irreversible processing.

3.5 Website orders require acceptance of these Terms via tick-box confirmation at checkout.

3.6 These Terms apply to the Contract to the exclusion of any other terms the Buyer seeks to impose (including purchase order terms), unless expressly agreed by us in writing.

3.7 Samples, drawings, descriptions, images, advertising and website content are illustrative only and do not form part of the Contract (save that Goods will be as described as required by law).

3.8 If we are unable to accept an Order, we may reject it and refund any payment taken.

3.9 Marketing Interpretation

References in marketing materials, datasheets or on our website to compliance, suitability, lifespan or performance are descriptive only and do not constitute warranties or guarantees beyond those expressly set out in these Terms.

3.10 Separate Contracts

Each Order constitutes a separate Contract and no ongoing supply obligation is created by any prior course of dealing.

3.11 Technical Documentation

Test reports, certificates and technical documents are provided for information only and shall not form part of the Contract unless expressly incorporated in writing.

4. SPECIFICATIONS, APPROVAL, VARIATIONS AND MANUFACTURING TOLERANCES

4.1 The Buyer is responsible for the accuracy and completeness of all specifications, dimensions, quantities, colours, finishes, drawings and requirements.

4.2 Approval of specifications, drawings or dimensions (including by email or other electronic communication) constitutes final and irrevocable approval.

4.2A Acceptance of a quotation (whether verbally or in writing) shall constitute approval of the specifications and requirements set out in that quotation.

4.3 Once manufacture, cutting, machining, fabrication, processing or allocation of materials or production capacity for Purpose-Made Goods has commenced:

• A. the Order cannot be cancelled;

• B. no return or refund will be accepted; and

• C. the Buyer remains liable for payment in full.

Save where required by law.

4.4 Consumers acknowledge that Purpose-Made Goods are not eligible for change-of-mind cancellation once goods are made to their specifications or clearly personalised.

4.5 Minor tolerances, surface finish differences and aesthetic variations consistent with industry standards do not constitute a defect.

4.6 Change Control - Any change requested after order acceptance may affect pricing, lead times and scope and shall not take effect unless agreed by us in writing.

4.7 Manufacturing Tolerances

4.7.1 Goods are manufactured using industrial processes and are subject to reasonable tolerances.

4.7.2 Unless expressly agreed otherwise in writing, the following shall not constitute defects:

• A. variations in thickness or flatness within ±2mm;

• B. cutting tolerances within ±5mm;

• C. reasonable hole-centre position and alignment tolerances arising from drilling, cutting or machining; and

• D. mismatches arising from Buyer-supplied drawings, measurements or data.

4.7.3 Where the Buyer provides dimensions, hole centres, drawings or site measurements, the Buyer is solely responsible for accuracy and consistency.

5. PRICE AND PAYMENT

5.1 Prices are exclusive of VAT unless stated otherwise. VAT will be charged at the applicable rate.

5.2 Payment terms are as agreed at the time of order, including:

• online or pro-forma orders requiring payment in full prior to dispatch; and

• approved trade credit accounts operating on net 30 days unless agreed otherwise in writing.

5.3 We may withdraw credit, suspend supply or require advance payment where invoices are overdue or where we reasonably consider credit risk has increased.

5.4 Business Customers must pay all sums due in full without set-off, counterclaim, deduction or withholding (except where required by law).

5.5 Business Customers: interest may be charged under the Late Payment of Commercial Debts (Interest) Act 1998 (including fixed compensation) or at 4% above the Bank of England base rate (whichever is higher), accruing daily from the due date until payment.

5A. TRADE ACCOUNTS, CREDIT TERMS AND RETENTION (BUSINESS CUSTOMERS ONLY)

5A.1 Any trade credit account, credit limit or payment terms offered by us are granted entirely at our discretion and do not constitute a permanent or unconditional entitlement.

5A.2 Approval of a trade account applies only to the specific Business Customer and does not guarantee acceptance of any Order.

5A.3 We may, at any time and without notice:

• withdraw or reduce a credit limit;

• vary payment terms;

• place the account on stop; or

• require payment in advance for any Order,

• whether or not any invoice is overdue.

5A.4 Each Order placed on a trade account remains subject to acceptance by us in accordance with these Terms.

5A.5 Where a trade account is suspended or withdrawn, all outstanding sums shall become immediately due and payable.

5A.6 Any indulgence, forbearance or extension of credit granted on any occasion shall not constitute a waiver of our rights on any other occasion.

5A.7 No waiver or extension of credit terms on one occasion shall constitute a waiver or variation on any future occasion.

5A.8 No retention, holdback or similar deduction shall be made from any invoice unless expressly agreed by us in writing prior to the Order. Any unauthorised deduction of retention shall constitute non-payment.

6. DELIVERY, OFFLOADING, RISK AND TITLE

6.1 Delivery is primarily to the UK mainland unless otherwise agreed.

6.2 Any delivery outside the UK mainland is subject to clause 7A (Export and International Orders).

6.3 Any delivery or dispatch dates quoted are estimates only.

6.4 Proof of Delivery

Delivery shall be deemed to have occurred where delivery is confirmed by signed delivery note, courier tracking confirmation, photographic evidence, or other reasonable delivery confirmation.

6.5 Kerbside Delivery and Offloading

Unless expressly agreed otherwise in writing, all deliveries are made on a kerbside delivery basis only.

The Buyer is solely responsible for:

• providing suitable offloading facilities and equipment;

• ensuring safe and unobstructed access to the delivery location; and

• ensuring authorised personnel are present to receive, offload and sign for the Goods.

6.6 Failed Delivery and Abortive Charges

Where an attempted delivery cannot be completed due to lack of access, offloading facilities, authorised personnel, signature, or any act or omission of the Buyer or its site, delivery shall be treated as a failed delivery. We may charge all abortive transport, re-delivery and storage costs incurred (at cost) and re-sequence delivery without liability.

6.7 Storage After Delivery

We shall have no liability for deterioration, damage or performance issues arising from storage conditions after delivery.

6.8 Risk in the Goods passes to the Buyer upon completion of delivery or collection.

6.9 Retention of Title (Business Customers)

Title to the Goods shall not pass until we have received payment in full (in cleared funds) of all sums due on any account.

6.10 Until title passes, the Buyer shall:

• hold the Goods as our bailee;

• store them separately and clearly identifiable as our property;

• keep them insured for full replacement value; and

• not pledge or grant any security interest over them.

6.11 Where the Buyer resells Goods before title passes, it shall hold the proceeds on trust for us.

6.12 If payment becomes overdue or insolvency is suspected, we may require return of the Goods and enter premises to repossess them.

6.13 No Transfer of Title

The Buyer shall not transfer ownership or create any third-party rights over the Goods before full payment. Any attempt to do so is a material breach.

7. LEAD TIMES, CAPACITY AND CONDITIONAL PERFORMANCE

7.1 Any lead times, delivery dates or dispatch dates quoted by us are estimates only and are not guaranteed.

7.2 All Contracts are entered into subject to manufacturing capacity, raw material availability and operational constraints, and no obligation to deliver by a particular date shall arise unless expressly agreed in writing and signed by a director of Non Slip Shop Ltd.

7.3 We reserve the right, at our absolute discretion, to:

• re-sequence production;

• prioritise or deprioritise orders;

• defer manufacture or dispatch; or

• suspend production temporarily,

in order to manage capacity, demand, supply-chain disruption or operational efficiency.

7.4 The Buyer expressly acknowledges that:

• lead times may change after order acceptance;

• revised lead times do not constitute a breach of contract; and

• delay alone does not give rise to any right to cancel, refuse delivery, withhold payment, or claim compensation (save where required by law).

7.5 Time shall not be of the essence in respect of delivery or performance unless expressly agreed in writing and signed by a director of Non Slip Shop Ltd.

7.6 To the fullest extent permitted by law, we shall have no liability for any loss or expense arising from delay, rescheduling or suspension, including (without limitation) loss of profit, site costs, labour costs, liquidated damages, or third-party claims.

7.7 Where delivery is materially delayed, our sole obligation shall be to provide a revised estimated lead time or, where legally required, an appropriate remedy.

Consumer safeguard: Nothing in this clause affects a Consumer’s statutory rights regarding delivery and remedies for excessive delay.

7A. EXPORT AND INTERNATIONAL ORDERS

7A.1 Where Goods are supplied for delivery outside the United Kingdom, such supply shall constitute an export order.

7A.2 Unless expressly agreed otherwise in writing:

• delivery shall be deemed completed on dispatch from our premises; and

• the Buyer shall be responsible for all import duties, customs clearance, taxes, levies and charges in the destination country.

7A.3 Where delivery is made to a port nominated by the Buyer, risk shall pass upon delivery to that port.

7A.4 The Buyer is solely responsible for:

• ensuring the Goods comply with all applicable laws, regulations and standards in the destination country;

• obtaining any required permits, approvals or certifications; and

• any onward transportation, handling or installation after dispatch.

7A.5 We shall have no liability for:

• delays arising from customs clearance or border controls;

• refusal of entry, seizure or regulatory action in the destination country; or

• non-compliance with local laws or standards.

7A.6 Payment for export orders shall be made in full prior to dispatch unless expressly agreed otherwise in writing.

8. INSPECTION, DEFECTS, COLOUR VARIATION, RETURNS AND DEEMED ACCEPTANCE

8.1 The Buyer shall inspect the Goods immediately upon delivery and before any cutting, installation, alteration or use.

8.2 Any shortage, transit damage or defect which is reasonably apparent on inspection must be:

• noted on the delivery documentation (where applicable); and

• notified to us in writing within 48 hours of delivery.

8.3 Any defect which is not reasonably apparent on inspection must be notified to us in writing within a reasonable time after discovery of the defect and, in any event, before the Goods are cut, installed, altered or used.

8.4 The Buyer shall give us a reasonable opportunity to inspect the Goods and investigate the alleged defect before any remedial action is taken.

Colour, Finish and Batch Variation

8.5 Where Goods are supplied by reference to a colour, finish or RAL designation, such reference is intended to identify the general colour range or standard only and does not constitute a guarantee of an exact or uniform colour match.

8.6 The Buyer acknowledges that the manufacture of GRP and similar composite products involves batch processing and that variations in colour, shade, texture or finish may occur between different production batches.

8.7 Such variations may arise due to factors including (without limitation):

• differences in raw materials, aggregates or grit;

• curing conditions and environmental factors;

• manufacturing tolerances; and

• production methods.

8.8 Minor or reasonable variations in colour, shade, texture or finish between batches, or between samples and finished Goods, shall not constitute a defect, provided the Goods fall within the applicable colour range or specification.

8.9 The Buyer is responsible for ensuring that Goods required to visually match existing installations are ordered from the same production batch where appearance consistency is critical.

8.10 No liability shall arise in respect of colour or finish variation where Goods are supplied in accordance with the agreed specification and manufacturing process.

Returns of Standard Goods and Restocking Charges

8.11 Goods which are not Purpose-Made Goods (“Standard Goods”) may be accepted for return only at our discretion and subject to the conditions set out in this clause.

8.12 No return of Standard Goods shall be accepted unless:

• we have confirmed approval of the return in writing;

• the Goods are unused, uninstalled, undamaged and in a condition suitable for resale; and

• the Goods are returned in their original packaging (where applicable).

8.13 All approved returns of Standard Goods shall be subject to a restocking charge, representing our reasonable costs of handling, inspection, administration and re-stocking.

8.14 Unless expressly agreed otherwise in writing, the restocking charge shall be 30% of the price paid for the returned Goods.

8.15 The Buyer shall be responsible for all costs of returning the Goods to us, unless otherwise agreed in writing.

8.16 No restocking charge shall apply where Goods are returned solely because they are defective or misdescribed and such defect or misdescription is accepted by us.

8.17 Purpose-Made Goods (including bespoke, made-to-measure or made-to-order items) cannot be returned and are not eligible for refund, save where required by law.

8.18 Any acceptance of a return or waiver of a restocking charge on any occasion shall be entirely discretionary and shall not create any precedent or ongoing entitlement.

Drop-Ship / Third-Party Fulfilment Returns

8.19 Where Standard Goods have been dispatched directly from a third-party supplier, manufacturer or fulfilment partner (drop-shipped), any return is subject to that third party’s return terms and charges.

8.20 The Buyer shall be responsible for all return, collection, handling and restocking costs charged by the third party, and any shortfall between such costs and any restocking charge deducted by us shall remain payable by the Buyer so that we suffer no loss.

Customer or Third-Party Works – Liability Transfer & Warranty Void

8.21 The Buyer acknowledges that any drilling, trimming, cutting, machining, bonding, fixing, fastening, installation or other modification of the Goods by the Buyer or any third party may affect the structure, appearance and performance of the Goods.

8.22 Where any such works are carried out by the Buyer or any third party, responsibility for the workmanship and its consequences shall rest solely with the Buyer and/or the party carrying out the works.

8.23 We shall have no liability for any damage or defect arising from or connected with such works, including (without limitation) cracking, delamination, splitting, crazing, chipping, cosmetic damage, deformation, surface damage or water ingress.

8.24 Any warranty, guarantee, after-sales support, repair, replacement or credit offered by us (to the extent permitted by law) shall be void in respect of any Goods that have been drilled, trimmed, bonded, fixed, installed or otherwise modified by the Buyer or any third party, except to the extent that a defect is proven to have existed prior to such works being carried out.

8.25 Business Customers: Once any such works have occurred, the Goods shall be conclusively deemed to have been accepted in satisfactory condition prior to those works.

8.26 Nothing in this clause limits or excludes liability which cannot legally be limited or excluded, and nothing in this clause affects a Consumer’s statutory rights.

Deemed Acceptance

8.27 The Goods shall be deemed accepted by the Buyer upon the earliest of:

• cutting, drilling, machining, trimming or modification;

• installation or fixing;

• use of the Goods;

• resale or onward supply; or

• failure to notify us of any defect within the timeframes set out above.

8.28 Once the Goods are deemed accepted, no return, refund or defect claim shall be permitted, save where required by law.

8.29 Where a valid defect claim is accepted by us, our liability shall be limited (at our option) to:

• repair of the affected Goods;

• replacement of the affected Goods; or

• refund of the price paid for the affected Goods only.

8.30 We shall have no liability for removal costs, re-installation costs, site costs, labour costs, delay costs or any indirect or consequential losses, except where required by law.

8.31 Warranty Conditional on Payment (Business Customers)

Any warranty, guarantee, after-sales support, repair, replacement or credit is conditional upon full payment having been received in cleared funds for the relevant Goods and any other sums due. We may suspend performance of any such obligations while any invoice remains unpaid. For the avoidance of doubt, this is without prejudice to clause 8.24.

Consumer safeguard: Nothing in this clause limits a Consumer’s statutory rights.

9. INSTALLATION, SUBCONTRACTORS AND RECOMMENDATIONS

9.1 Supply of Goods is supply-only by default. References to Services are limited strictly to those expressly agreed in writing and described as Services in the relevant Order confirmation.

9.2 Installation or other Services form part of the Contract only where expressly agreed in writing.

9.3 We do not assume design, structural, fire, compliance or regulatory responsibility unless expressly agreed in writing and signed by a director of Non Slip Shop Ltd.

9.4 Where third-party installers are recommended, introduced or referred by us, such parties act as independent contractors and not as our agents.

9.5 Any recommendation is provided without warranty or assumption of responsibility.

9.6 We have no liability for the acts or omissions of any third-party installer.

9.7 Where we provide installation Services through subcontractors, we do so as principal only in respect of the agreed installation Services, and responsibility remains limited to the scope and liability limits set out in these Terms.

9.8 The Buyer acknowledges that installation has a material impact on performance characteristics including slip resistance, load-bearing capacity and fire performance.

10. SLIP RESISTANCE, SUITABILITY, MAINTENANCE AND FITNESS

10.1 No surface or product can be guaranteed to be slip-proof.

10.2 References to “anti-slip” or “slip resistant” describe general characteristics only and do not constitute a guarantee of performance.

10.3 Slip resistance depends on installation method, environment, contamination, maintenance, wear and use.

10.4 Any test results, pendulum values, coefficients of friction, standards references or performance data are indicative only, based on controlled conditions, and do not guarantee site performance.

10.5 Performance characteristics and any projected lifespan are dependent on appropriate cleaning, inspection and maintenance. Failure to follow published maintenance guidance shall void any performance expectations.

10.6 We do not provide site-specific risk assessments unless expressly agreed in writing.

10.7 Fitness for Purpose (Business Customers)

Where the Buyer is acting in the course of business, the Buyer acknowledges that it does not rely on us to determine whether the Goods are fit for any particular purpose, and any implied term as to fitness for purpose is excluded to the fullest extent permitted by law.

10.8 Nothing in this clause limits or excludes liability for defective Goods or any liability which cannot legally be limited or excluded.

11. LOAD-BEARING PRODUCTS

11.1 Where Goods are described as load-bearing or structural, such descriptions refer solely to inherent characteristics under controlled test conditions and do not constitute a guarantee of performance in any particular application.

11.2 Load-bearing performance depends on factors including (without limitation):

• load type, magnitude and distribution;

• support spacing and sub-structure design;

• fixings and installation workmanship;

• dynamic or impact loads; and

• environmental conditions and maintenance

11.3 Unless expressly agreed in writing and signed by a director of Non Slip Shop Ltd, we do not provide structural design services, load calculations or engineering assessments.

11.4 The Buyer is solely responsible for determining required load capacity, ensuring suitability for the intended use and complying with applicable building regulations and standards.

11.5 Any load ratings or performance data provided by us are indicative only and shall not be relied upon without site-specific assessment.

11.6 Nothing in this clause limits or excludes liability for defective Goods or any liability which cannot legally be limited or excluded.

12. FIRE-RESISTANT PRODUCTS

12.1 Where Goods are described as fire-resistant, fire-retardant or fire-rated, such descriptions relate solely to performance under specific test conditions and do not constitute a guarantee of performance in any particular installation or fire scenario.

12.2 Fire performance may be affected by factors including (without limitation):

• installation method and workmanship;

• interfaces with other materials or structures;

• fixings, penetrations and junctions;

• exposure conditions and duration of fire; and

• maintenance or subsequent modification.

12.3 Any reference to fire standards, classifications, test reports or ratings is provided for information only and relates solely to the Goods as tested.

12.4 Where we state a specific fire classification for a product, that classification refers only to the relevant test report and tested configuration and shall not be relied upon as confirmation of compliance for any particular building or use.

12.5 Unless expressly agreed in writing and signed by a director of Non Slip Shop Ltd, we do not provide fire engineering services, compliance certification or regulatory approval.

12.6 The Buyer is solely responsible for determining applicable fire performance requirements and ensuring compliance with building regulations and fire safety legislation.

12.7 Nothing in this clause limits or excludes liability for defective Goods or any liability which cannot legally be limited or excluded.

13. CHARGEBACKS, DISPUTES AND NON-PAYMENT

13.1 Where payment is made by debit card, credit card or other electronic payment method, the Buyer agrees not to initiate a chargeback, payment reversal or dispute without first contacting us and allowing us a reasonable opportunity to investigate and respond

13.2 The Buyer acknowledges that:

• delivery delays do not of themselves constitute non-supply;

• lead times are estimates and not guarantees; and

• manufacture of Purpose-Made Goods constitutes performance of the Contract.

13.3 Where a chargeback, payment dispute or reversal is raised in circumstances relating to lead times, capacity constraints, change of mind, suitability, or Purpose-Made Goods after manufacture has commenced (save where required by law), such chargeback or dispute shall be deemed unjustified.

13.4 We reserve the right to provide banks, card issuers, payment processors, dispute resolution bodies and insurers with all relevant information, documentation, records and correspondence relating to the Order, Contract, manufacture, delivery and performance.

13.5 Where a chargeback, payment dispute or reversal is:

• resolved in our favour; or

• raised in breach of these Terms,

we may recover from the Buyer all reasonable costs incurred, including (without limitation):

• chargeback and reversal fees;

• payment processor fees;

• bank charges;

• administrative costs; and

• reasonable legal or professional costs.

13.6 Such costs shall be payable on demand and may be invoiced separately or deducted from any sums otherwise due.

13.7 Business Customers: Initiating an unjustified chargeback, payment dispute or reversal shall constitute a material breach of these Terms, entitling us, without prejudice to our rights under clauses 5 and 5A, to:

• suspend or cancel further deliveries;

• withdraw any agreed credit facilities;

• require payment in advance for all future Orders; and/or

• terminate the Contract.

13.8 Consumers: Nothing in this clause limits or excludes a Consumer’s statutory rights.

14. SUSPENSION FOR OPERATIONAL OR SAFETY REASONS

14.1 We may suspend manufacture, dispatch or Services where continuing would present an operational, safety, compliance or regulatory risk, including (without limitation):

• equipment failure;

• health and safety concerns;

• supply-chain disruption;

• labour shortages; or

• regulatory or governmental intervention.

14.2 Any such suspension shall not constitute a breach of the Contract and shall extend lead times accordingly.

14.3 We shall have no liability for any loss or expense arising from such suspension, save where liability cannot legally be excluded.

14.4 Consumer safeguard: Where suspension results in prolonged delay, Consumers may have statutory rights to cancel and receive a refund where required by law.

14A. FORCE MAJEURE

14A.1 We shall not be liable for any failure or delay in the performance of our obligations under the Contract where such failure or delay results from events beyond our reasonable control (“Force Majeure Event”).

14A.2 A Force Majeure Event includes (without limitation):

• acts of God, flood, fire, explosion or extreme weather;

• war, terrorism, civil unrest or riots;

• pandemic, epidemic or public health emergency;

• governmental action, regulation or restriction;

• industrial action or labour disputes;

• failure or interruption of utilities, transport or supply chains; or

• unavailability of raw materials or components.

14A.3 Our obligations shall be suspended for the duration of the Force Majeure Event and affected lead times shall be extended accordingly.

14A.4 If a Force Majeure Event continues for a prolonged period, either party may terminate the affected Contract without liability, provided that the Buyer remains liable for:

• Goods already manufactured (including Purpose-Made Goods); and

• any costs reasonably incurred by us prior to termination.

15. EVIDENCE AND RECORDS

15.1 We may rely on production records, photographs, delivery notes, tracking data, quality records and other contemporaneous documentation as evidence of specification, condition and delivery of the Goods.

15.2 The Buyer agrees that such records may be used in resolving disputes, including disputes with banks, card issuers, payment processors or insurers.

16. LIMITATION OF LIABILITY

16.1 Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by our negligence;

• fraud or fraudulent misrepresentation; or

• any other liability which cannot legally be limited or excluded.

Consumers

16.2 Where the Buyer is a Consumer, we shall be liable for foreseeable loss or damage caused by our breach of these Terms or our negligence. Nothing in these Terms affects a Consumer’s statutory rights.

Business Customers

16.3 Where the Buyer is acting in the course of business, our total aggregate liability arising out of or in connection with the Contract (whether in contract, tort (including negligence), misrepresentation or otherwise) shall not exceed 100% of the price paid for the specific Goods and/or Services giving rise to the claim.

16.4 We shall have no liability to Business Customers for:

• loss of profit, revenue or business opportunity;

• loss of use or anticipated savings;

• site costs, standing time, labour costs, removal or re-installation costs;

• delay costs or liquidated damages; or

• indirect or consequential loss.

16.5 Multiple claims arising from the same or related facts or circumstances shall be treated as a single claim for the purposes of applying the liability cap.

16.6 Business Customers only: No claim shall be brought more than 12 months after delivery of the Goods or completion of the Services.

Indemnity (Business Customers only)

16.7 The Business Customer shall indemnify and keep us indemnified against all claims, losses, liabilities, costs and expenses (including legal costs) arising from:

• the Buyer’s selection, specification or use of the Goods;

• installation, site conditions or compliance obligations; or

• onward supply or resale of the Goods.

17. DATA PROTECTION

17.1 We will process personal data in accordance with our Privacy Policy and applicable data protection legislation.

17.2 Where the Buyer provides personal data to us, the Buyer warrants that it has obtained all necessary consents and notices required by law.

17.3 Payments may be processed by third-party payment providers in accordance with their terms and applicable data protection laws.

18. NOTICES

18.1 Any notice given under or in connection with the Contract shall be in Writing and shall be delivered by hand, sent by pre-paid first-class post, or sent by email.

18.2 Notices shall be deemed received:

• if delivered by hand, at the time the notice is left at the proper address;

• if sent by first-class post, at 9.00 am on the second Business Day after posting; or

• if sent by email, at the time of transmission or, if sent outside Business Hours, when Business Hours resume.

18.3 This clause does not apply to the service of legal proceedings.

19. ASSIGNMENT

19.1 We may assign, transfer, subcontract or otherwise deal with any of our rights or obligations under the Contract at any time.

19.2 The Buyer may not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under the Contract without our prior written consent.

20. NO PARTNERSHIP OR AGENCY

20.1 Nothing in these Terms or the Contract is intended to, or shall be deemed to, establish any partnership, joint venture or relationship of agency between the parties.

20.2 Neither party shall have authority to act as agent for, or to bind, the other party in any way.

21. GENERAL

21.1 Severance

If any provision or part-provision of these Terms 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. Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.

21.2 Waiver

No failure or delay by us to exercise any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. A waiver of any right or remedy is effective only if given in Writing and shall not be deemed a waiver of any subsequent breach or default.

21.3 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, representations or arrangements, whether written or oral.

22. GOVERNING LAW AND JURISDICTION

22.1 These Terms and the Contract shall be governed by and construed in accordance with the law of England and Wales.