TERMS AND CONDITIONS OF SALE - ACUPHON LTD
Version: June 2025
Company: Acuphon Ltd
Company number: 13041988
Principal trading address: Unit 13, Brooks Lane, Middlewich, CW10 0JH
Email:
support@acuphon.co.uk
Telephone: +44 (0)1904 900 194
These Terms and Conditions apply to the sale of goods and/or services by Acuphon Ltd. They are primarily intended for business-to-business transactions unless expressly stated otherwise in writing.
1. Interpretation
1.1 In these Conditions, the following definitions apply:
Buyer means the person, company, organisation, contractor, subcontractor, distributor, specifier, client or other legal entity that accepts a quotation from the Seller, places an order with the Seller, or whose order is accepted by the Seller.
Conditions means these standard terms and conditions of sale, together with any special terms agreed in writing by a Director of the Seller.
Contract means the contract between the Seller and the Buyer for the sale and purchase of Goods and/or Services in accordance with these Conditions.
Goods means any products, materials, components, systems, accessories, samples, special-order items, bespoke items, made-to-measure items, made-to-order items, or any part of them supplied by the Seller to the Buyer.
Services means any services supplied by the Seller to the Buyer, including but not limited to design assistance, technical advice, drawing preparation, scheduling, site inspection, delivery co-ordination, installation support, inspection, maintenance, or consultancy services.
Seller means Acuphon Ltd, a company registered in England and Wales under company number 13041988. The Seller’s principal trading address is Unit 13, Brooks Lane, Middlewich, CW10 0JH. The Seller’s registered office shall be the address recorded at Companies House from time to time.
Working Day means any day other than a Saturday, Sunday, bank holiday or public holiday in England and Wales.
Writing or written includes email and comparable forms of electronic communication.
1.2 References to any statute, statutory provision, regulation, guidance or standard include that statute, provision, regulation, guidance or standard as amended, re-enacted, replaced or updated from time to time.
1.3 Headings are included for convenience only and shall not affect interpretation.
1.4 Words in the singular include the plural and words in the plural include the singular.
1.5 If there is any conflict between these Conditions and any special terms agreed in writing by a Director of the Seller, the special terms shall prevail.
2. Basis of Sale
2.1 These Conditions apply to all quotations, orders, sales, deliveries and Services provided by the Seller to the Buyer.
2.2 These Conditions shall prevail over any terms or conditions contained in, or referred to in, the Buyer’s purchase order, acceptance, specification, correspondence, contract terms, main contractor terms, subcontract terms, portal terms, tender documents, or any other document submitted by or on behalf of the Buyer, unless expressly agreed in writing by a Director of the Seller.
2.3 No variation of these Conditions shall be binding unless agreed in writing by a Director of the Seller.
2.4 The Buyer acknowledges that it has not relied on any statement, representation, assurance, sample, drawing, illustration, calculation, product description, technical note or recommendation unless it is expressly confirmed in the Seller’s written quotation, order confirmation, invoice, or other formal written contract document.
2.5 Any advice, recommendation, guidance or technical comment provided by the Seller in relation to the storage, handling, suitability, installation, application, performance or use of the Goods is given in good faith but is followed or acted upon at the Buyer’s own risk unless expressly confirmed as a contractual requirement in writing by a Director of the Seller.
2.6 Any typographical, clerical, pricing, technical or other error or omission in any quotation, price list, website, brochure, drawing, sales literature, acceptance of order, invoice, technical document or other document issued by the Seller may be corrected by the Seller without liability.
2.7 Where Acuphon Ltd trades under, supplies, distributes or refers to product ranges or brand names, including but not limited to AcuSorb®, Absorberline® or other product names, the Contract remains with Acuphon Ltd unless expressly stated otherwise in writing.
3. Quotations, Orders and Acceptance
3.1 A quotation issued by the Seller is not an offer capable of acceptance by the Buyer and may be withdrawn or amended at any time before the Seller accepts the Buyer’s order in writing.
3.2 Unless otherwise stated in writing, quotations are valid for 30 days from the date of issue.
3.3 The Buyer’s order shall only be deemed accepted when the Seller confirms acceptance in writing, issues an order confirmation, issues an invoice, receives cleared payment, or otherwise confirms in writing that the order has been accepted.
3.4 The quantity, specification, description, price and delivery details of the Goods and/or Services shall be as set out in the Seller’s quotation, order confirmation, invoice or other written acceptance, whichever is later.
3.5 The Buyer is responsible for ensuring that any order, specification, schedule, drawing, quantity, measurement, opening size, site condition, performance requirement, delivery address and access requirement provided to the Seller is complete and accurate.
3.6 Where Goods are manufactured, cut, configured, finished, ordered, imported, reserved, scheduled or otherwise processed to the Buyer’s specification, the Buyer shall be responsible for the accuracy and suitability of that specification.
3.7 The Seller reserves the right to make changes to the specification of the Goods where such changes are required to comply with applicable law, regulation, standard, safety requirement, manufacturing requirement, supply-chain requirement, or where such changes do not materially affect the quality or performance of the Goods.
3.8 Once an order has been accepted by the Seller, the Buyer may only cancel or amend it with the Seller’s written agreement. The Seller may make such agreement conditional upon the Buyer paying all costs, charges, losses, expenses and loss of profit incurred by the Seller as a result of cancellation or amendment.
3.9 For bespoke, made-to-measure, made-to-order, special-order, imported, non-stock, modified, cut-to-size, fabricated, finished, coated, painted, veneered, fire-rated, acoustic, or project-specific Goods, cancellation will not normally be accepted after order acceptance, procurement, manufacture, drawing production or production scheduling has commenced.
4. Drawings, Schedules, Approvals and Technical Submissions
4.1 Where the Seller provides drawings, schedules, technical submissions, setting-out information, data sheets or similar documents, these are provided for review and approval by the Buyer and/or the Buyer’s appointed professional team.
4.2 The Buyer is responsible for checking all drawings, schedules, quantities, dimensions, tolerances, handing, finishes, ironmongery, apertures, door swings, opening sizes, wall build-ups, fixing details, site interfaces and any other project-specific information before approval.
4.3 The Seller shall not be liable for any error, omission, discrepancy, delay, cost or loss arising from the Buyer’s failure to check, co-ordinate or approve drawings, schedules or specifications correctly.
4.4 Manufacturing, procurement or delivery lead times shall not begin until the Seller has received all information required to process the order, any required deposit or payment, and any required written approval of drawings, schedules or specifications.
4.5 Any amendment requested after approval may be treated as a variation and may result in additional cost, delay, re-design, re-scheduling, re-manufacture, re-testing implications or re-delivery charges.
5. Price
5.1 The price of the Goods and/or Services shall be the price stated in the Seller’s quotation, order confirmation or invoice.
5.2 Unless expressly stated otherwise in writing, all prices are exclusive of VAT, delivery, offloading, storage, insurance, customs charges, duties, taxes, import costs, bank charges, testing, certification, installation, attendance, inspection, maintenance and any other third-party charges.
5.3 The Seller may adjust the price by giving written notice to the Buyer before delivery or performance where there is an increase in cost due to factors beyond the Seller’s reasonable control, including but not limited to changes in exchange rates, raw material costs, labour costs, fuel costs, packaging costs, manufacturing costs, haulage costs, import costs, customs charges, duties, taxes, regulatory requirements, supplier pricing, or delays caused by the Buyer.
5.4 Any Buyer request to change the delivery date, delivery location, delivery method, quantity, specification, design, finish, performance requirement, packaging, access requirement or offloading requirement may result in a price adjustment.
5.5 If an incorrect price is advertised on the Seller’s website, sales literature, quotation, email, price list or any other document, the Seller reserves the right to cancel any order placed at the incorrect price and offer the Buyer the option to purchase the Goods at the correct price.
6. Payment
6.1 Payment terms shall be as stated on the Seller’s quotation, invoice, pro-forma invoice, order confirmation or other written agreement.
6.2 Unless otherwise agreed in writing, payment must be received in cleared funds before Goods are ordered, manufactured, released, dispatched or delivered.
6.3 The Seller accepts payment by bank transfer, credit card or debit card, unless otherwise agreed in writing.
6.4 Time for payment shall be of the essence.
6.5 If the Buyer fails to make any payment by the due date, the Seller may charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment is made in full, whether before or after judgment.
6.6 The Seller may also recover any reasonable debt recovery costs, legal costs, administration costs and collection charges incurred in pursuing overdue sums.
6.7 The Buyer shall pay all amounts due under the Contract in full without set-off, counterclaim, deduction or withholding, unless required by law or agreed in writing by the Seller.
6.8 If the Buyer disputes an invoice, the Buyer must notify the Seller in writing within 7 days of the invoice date, giving full details of the dispute. Any undisputed part of the invoice shall remain payable by the due date.
6.9 Failure to notify the Seller of an invoice dispute within 7 days shall be treated as acceptance of the invoice, save in the case of manifest error.
6.10 The Seller may suspend further deliveries, Services, warranties, drawing work, technical support, order processing, manufacturing, dispatch or any other obligation if any payment is overdue or if the Buyer exceeds any credit limit agreed by the Seller.
6.11 The Seller may require payment in advance, staged payments, deposits, interim payments, balance payments before dispatch, or other payment security at its discretion.
6.12 For bespoke, made-to-measure, made-to-order, special-order, imported, non-stock, modified, cut-to-size, fabricated, finished, coated, painted, veneered, fire-rated, acoustic, or project-specific Goods, the Buyer will normally be required to pay either in full upfront or by agreed staged payments. In all such cases, unless otherwise agreed in writing by a Director of the Seller, all monies due must be received in cleared funds before the Goods are released, dispatched or delivered.
6.13 Where staged payments are agreed, the Seller may suspend procurement, drawing work, manufacture, production scheduling, delivery booking, dispatch or release of Goods if any staged payment, interim payment or final balance payment is not received by the due date.
7. Delivery
7.1 Any delivery dates, lead times or delivery windows quoted by the Seller are estimates only. Time for delivery shall not be of the essence unless expressly agreed in writing by a Director of the Seller.
7.2 Lead times are subject to order acceptance, receipt of cleared funds, receipt of all required information, approval of drawings or schedules where applicable, stock availability, production scheduling, supplier availability, transport availability and any other relevant project requirements.
7.3 The Seller shall use reasonable endeavours to keep the Buyer informed of delivery schedules, but shall not be liable for delay, non-delivery, partial delivery or early delivery, however caused, except to the extent such liability cannot lawfully be excluded.
7.4 The Seller strongly recommends that the Buyer does not book fitters, installers, tradespeople, contractors, equipment, cranes, lifting equipment, site attendance, accommodation, road closures or other third-party arrangements until the Goods have been delivered, checked and accepted by the Buyer.
7.5 The Seller shall not be liable for any third-party costs, charges, delay damages, liquidated damages, penalties, loss of profit, loss of programme, loss of opportunity, labour standing time, plant hire, site charges or other consequential losses arising from delayed delivery, non-delivery, part delivery, failed delivery, damaged Goods, or the Buyer’s failure to inspect Goods on delivery.
7.6 Delivery will only be made within the United Kingdom unless otherwise agreed in writing by the Seller.
7.7 The Seller does not normally process orders or deliver on weekends, bank holidays or public holidays. Saturday, timed or special deliveries may be available by prior written agreement and subject to additional charges.
7.8 The Seller may deliver the Goods by instalments or in phases. Each instalment or phase shall constitute a separate delivery. Failure to deliver one or more instalments shall not entitle the Buyer to cancel the Contract as a whole.
7.9 If the Seller is found liable for non-delivery, the Seller’s liability shall be limited to the excess, if any, of the cost to the Buyer of purchasing similar replacement goods in the cheapest available market over the price of the Goods not delivered.
7.10 If the Buyer fails to take delivery, refuses delivery, fails to provide adequate delivery instructions, fails to provide safe access, fails to provide suitable offloading arrangements, fails to make payment, or otherwise prevents delivery, the Seller may, without prejudice to any other right or remedy:
(a) store the Goods and charge the Buyer for all storage, insurance, handling, administration and associated costs;
(b) charge the Buyer for aborted delivery, waiting time, re-delivery, carriage, return carriage and associated costs;
(c) sell the Goods at the best price reasonably obtainable and charge the Buyer for any shortfall below the Contract price, after deducting storage, handling, selling and administration costs; and/or
(d) retain any deposit or payment already received to cover losses, costs and expenses incurred by the Seller.
7.11 If the Buyer changes delivery details after delivery has been booked or confirmed, the Seller may charge an administration fee of £25 plus VAT, in addition to any carrier, haulier, storage, waiting time, re-delivery or other third-party charges incurred.
7.12 Deliveries are priced and arranged on the basis of standard delivery vehicles and on the assumption that the Buyer has suitable means, equipment and personnel to receive and offload the Goods, unless otherwise agreed in writing.
7.13 The Buyer is responsible for ensuring that:
(a) the delivery location is suitable, safe and legally accessible for the delivery vehicle;
(b) the delivery area is hard-standing, level, safe and suitable for unloading;
(c) appropriate personnel, equipment and means of offloading are available;
(d) any required forklift, telehandler, crane, Moffett, HIAB, mechanical offload or other equipment is available where not expressly included by the Seller;
(e) all site-specific restrictions are notified to the Seller in advance; and
(f) the Buyer or an authorised representative is available to receive the Goods.
7.14 Unless otherwise agreed in writing, site deliveries and larger consignments will be made on standard curtain-sided vehicles, standard articulated vehicles or other standard large goods vehicles. Goods are to be offloaded by forklift or other suitable mechanical means supplied by the Buyer at the delivery location, unless the Seller has expressly agreed otherwise in writing.
7.15 Due to the quantity, size, weight, bulk or nature of certain Goods, deliveries may be phased, split or repeated to suit production, storage, transport, carrier availability and site logistics. Delivery scheduling and phasing shall be determined by the Seller at its discretion in line with manufacturing and logistical requirements.
7.16 Any costs arising from phased, split, repeat, aborted, delayed, redirected or re-arranged deliveries, whether requested by the Buyer, required due to site conditions, or required due to production, storage, transport or logistical constraints, shall be charged extra at cost and invoiced separately.
7.17 If the Buyer requires a smaller vehicle, tail-lift delivery, timed delivery, Moffett offload, HIAB offload, mechanical offload or any non-standard delivery service, this must be disclosed and agreed with the Seller before dispatch. Additional charges and delays may apply.
7.18 If a Moffett offloader is required and the Seller is able to arrange this service, it shall be provided at an additional cost of £900 plus VAT per delivery, unless otherwise stated in writing.
7.19 The Seller shall not be liable for failed deliveries, delays, additional costs, property damage or site disruption arising from inadequate access, unsuitable ground conditions, insufficient offloading arrangements, inaccurate delivery information, undisclosed restrictions, or failure by the Buyer to attend delivery.
7.20 Goods delivered by pallet network or haulier may be delivered to kerbside, roadside, goods-in, loading bay, nearest safe hard-standing area, or another safe point determined by the driver. Drivers are not obliged to move Goods into buildings, through sites, over thresholds, across gravel, loose stone, mud, soft ground, steps, slopes or unsuitable surfaces.
7.21 The Buyer must notify the Seller in advance of any delivery restrictions or site constraints, including but not limited to narrow lanes, width restrictions, height restrictions, weight limits, overhanging trees, restricted delivery hours, permit requirements, road closures, parking restrictions, security procedures, induction requirements, booking-in procedures, or difficult access.
7.22 Smaller or specialist vehicles may be arranged as a special requirement, subject to availability. The Buyer acknowledges that such arrangements may cause delay due to limited vehicle availability and may incur additional charges.
7.23 Delivery dates and times are subject to stock availability, manufacturing, supplier performance, traffic conditions, carrier scheduling, weather, port congestion, customs or HMRC clearance where applicable, industrial action, vehicle breakdown, driver availability, fuel shortages, accidents, public authority action and other factors outside the Seller’s reasonable control.
7.24 The Seller may use reputable third-party carriers, hauliers, freight forwarders, port agents and logistics providers. The Seller shall not be liable for delays, tracking errors, communication failures or issues caused by third-party logistics providers, save to the extent arising from the Seller’s proven negligence.
7.25 The Buyer may receive SMS, email or tracking updates from third-party carriers or hauliers using the contact details provided to the Seller. If the Buyer is in any doubt as to the authenticity of any message, the Buyer should contact the Seller directly and quote the relevant order number.
8. Inspection, Damage, Shortage and Non-Delivery
8.1 The Buyer must inspect the Goods on delivery, or as soon as reasonably possible after delivery.
8.2 Any visible damage, shortage, incorrect item, packaging damage or delivery discrepancy should be noted on the carrier’s delivery documentation at the time of delivery wherever possible.
8.3 The Buyer must notify the Seller in writing of any visible damage, shortage, incorrect item or delivery discrepancy within 24 hours of delivery, providing photographs of the Goods, packaging, pallet, labels and delivery documentation where relevant.
8.4 Where damage or shortage is not reasonably apparent on delivery, the Buyer must notify the Seller in writing within 48 hours of delivery or within such other time as the Seller may expressly agree in writing.
8.5 Claims for non-delivery must be made in writing within 48 hours of the notified dispatch date or expected delivery date.
8.6 Failure to notify the Seller within the timescales above may prejudice or invalidate any claim against the carrier, haulier, supplier and/or the Seller.
8.7 The Buyer must retain the Goods, packaging and pallet for inspection if requested by the Seller. The Buyer must not install, alter, dispose of, repair or use Goods that are alleged to be damaged, defective, incorrect or incomplete without the Seller’s prior written agreement.
8.8 If the Seller accepts that Goods have been damaged in transit, supplied incorrectly, or short delivered due to the Seller’s error, the Seller may at its discretion repair, replace, refund, credit or arrange collection of the affected Goods.
8.9 Unauthorised returns will not be accepted.
9. Returns and Order Cancellation
9.1 Non-customised, standard stock Goods may be returned only with the Seller’s prior written approval, provided that the Buyer notifies the Seller within 14 days of receiving the Goods.
9.2 Returned Goods must be unused, undamaged, unopened, complete, in original packaging, and in a re-saleable condition.
9.3 The Buyer is responsible for return carriage costs unless the return is due to the Seller’s accepted error or accepted transit damage.
9.4 Approved returns may be subject to a restocking and handling charge of 25% of the product value, plus VAT where applicable.
9.5 Goods that are bespoke, made-to-measure, made-to-order, special-order, imported, non-stock, cut-to-size, modified, fabricated, finished, painted, coated, veneered, fire-rated, acoustic, project-specific, perishable, opened, bonded, adhesive, sealant, primer, coating, chemical or non-stock items cannot be returned unless the Seller agrees otherwise in writing.
9.6 To request a return, the Buyer must provide:
(a) reason for return;
(b) invoice number or order reference;
(c) photographs of the Goods and packaging;
(d) photographs of all sides of the Goods where relevant;
(e) quantities to be returned;
(f) collection address; and
(g) any other information reasonably requested by the Seller.
9.7 The Seller may refuse any return that is requested outside the stated timeframe, received without authorisation, damaged, incomplete, opened, used, altered, incorrectly packaged, or not in re-saleable condition.
10. Defective Goods
10.1 The Buyer must notify the Seller in writing of any alleged defect within 7 days of delivery, or within 7 days of the defect becoming apparent where the defect could not reasonably have been identified on delivery.
10.2 The Buyer must provide sufficient details and evidence of the alleged defect, including photographs, batch information, delivery information, storage conditions, installation conditions, handling records and any other information reasonably requested by the Seller.
10.3 The Buyer must allow the Seller a reasonable opportunity to inspect the Goods, either at the Buyer’s premises, on site, remotely, or by requiring the Goods to be returned to the Seller or manufacturer.
10.4 The Seller shall not be liable for any defect, damage, failure or performance issue arising from:
(a) fair wear and tear;
(b) misuse, neglect, accident, impact, abuse or vandalism;
(c) incorrect storage, handling, acclimatisation, installation, adjustment, cleaning, maintenance or use;
(d) exposure to moisture, water, condensation, heat, cold, sunlight, chemicals, unsuitable humidity or unsuitable environmental conditions;
(e) alteration, modification, cutting, drilling, fixing, coating, painting, sealing, repair or adjustment not approved by the Seller in writing;
(f) installation by the Buyer or any third party;
(g) failure to follow the Seller’s or manufacturer’s instructions, guidance, data sheets, installation manuals or maintenance requirements;
(h) normal natural variation in timber, veneer, colour, grain, texture, finish or other natural materials;
(i) defects in substrates, supporting structures, openings, frames, walls, floors, ceilings, site interfaces or other products not supplied by the Seller; or
(j) any specification, design, drawing, instruction or requirement provided by or on behalf of the Buyer.
10.5 Where the Seller accepts a valid defect claim, the Seller may at its sole discretion repair, replace, refund, credit, or pass on the benefit of any manufacturer’s warranty available to the Seller.
10.6 In the case of Goods not manufactured by the Seller, the Seller’s liability shall be limited to passing on to the Buyer the benefit of any warranty or remedy provided by the original manufacturer or supplier, where available.
10.7 Any replacement, repair, credit or refund shall be limited to the affected Goods only and shall not include installation costs, removal costs, re-installation costs, access equipment, contractor costs, delay costs or consequential losses.
11. Installation, Storage, Handling and Site Conditions
11.1 Unless expressly agreed in writing, the Seller supplies Goods on a supply-only basis and is not responsible for installation, site supervision, site measurement, site co-ordination, structural design, fixing design, setting-out, protection, maintenance, commissioning or inspection.
11.2 The Buyer is responsible for ensuring that Goods are stored, handled, conditioned, installed, protected, adjusted, maintained and used strictly in accordance with the Seller’s and/or manufacturer’s instructions, relevant standards, good practice and project requirements.
11.3 The Buyer must ensure that all substrates, openings, frames, walls, floors, ceilings, fixings, backing structures, supporting structures, environmental conditions and site interfaces are suitable for the Goods.
11.4 The Buyer shall ensure that Goods are protected from moisture, rain, standing water, excessive humidity, frost, heat, direct sunlight, contamination, impact, site damage and unsuitable environmental conditions before, during and after installation.
11.5 The Seller shall not be liable for loss, damage, defects, reduced performance, warping, swelling, delamination, corrosion, staining, movement, finish failure or other issues arising from unsuitable storage, handling, installation, environmental conditions or site conditions.
12. Acoustic, Fire and Technical Performance
12.1 Any acoustic, fire, reaction-to-fire, sound insulation, reverberation, impact, structural or other technical performance stated by the Seller is subject to the specific tested, assessed, classified or certified configuration, including all limitations, tolerances, installation requirements, supporting constructions, seals, ironmongery, fixings, air gaps, substrates, finishes, backing materials, support systems and other relevant conditions.
12.2 Any classification, certificate, test report, assessment, extended application report, manufacturer data, indicative calculation or technical literature supplied by the Seller applies only to the product construction, configuration and application expressly covered by that document. It must not be treated as applying to any other construction, finish, backing, substrate, fixing method, air gap, insulation, support system, installation arrangement, site condition, additional product, further treatment, modification or third-party system unless expressly confirmed in writing by a Director of the Seller.
12.3 Where Goods are supplied with a factory-applied finish, coating, lacquer, veneer, laminate, decorative face, backing, edge detail, acoustic fleece or other construction element, the Buyer acknowledges that such finish or construction may affect the suitability of the Goods for any additional third-party product, process, surface finish, treatment, adhesive, sealer or site-applied system. The Buyer is responsible for checking compatibility before ordering where any further treatment, finishing process or modification is intended.
12.4 Where the Buyer intends to apply, or have applied, any additional coating, lacquer, varnish, paint, treatment, impregnation process, sealant, adhesive, backing, facing, surface finish or other third-party system to the Goods after supply, the Buyer is responsible for confirming the suitability, compatibility, technical performance, finish quality and regulatory acceptability of that product, process or system before placing an order.
12.5 The Seller does not test, certify, approve, warrant or accept responsibility for any third-party product, system, treatment, finish, coating, process or modification applied to the Goods after supply unless the exact product construction and the exact third-party system have been expressly reviewed and approved in writing by a Director of the Seller for the specific project and application.
12.6 Laboratory test results, classification reports, assessment reports, extended application reports, manufacturer data, indicative calculations and technical literature do not guarantee identical performance in completed buildings or site conditions.
12.7 In-situ performance may be affected by workmanship, installation quality, flanking transmission, site interfaces, tolerances, gaps, penetrations, adjacent constructions, fixings, services, ventilation paths, thresholds, doors, frames, floors, ceilings, walls, junctions, finishes, moisture, wear, adjustment, maintenance and other factors outside the Seller’s control.
12.8 The Buyer is responsible for ensuring that the selected Goods are suitable for the intended application, project specification, regulatory requirement, fire strategy, acoustic strategy, design intent, building control requirement, site condition and any intended approval route before placing an order.
12.9 Where the Buyer, contractor, architect, designer, fire consultant, acoustic consultant, building control body or other third party requires a particular certification route, classification, test evidence, calculation, assessment, extended application position, approval route or regulatory outcome, it is the Buyer’s responsibility to confirm that the Goods and supporting evidence are acceptable before ordering.
12.10 The Seller does not warrant that Goods will achieve any particular project-specific performance, classification, approval, certification route, fire-rating pathway, acoustic result or regulatory acceptance unless this is expressly agreed in writing by a Director of the Seller and all relevant conditions are satisfied.
12.11 The Buyer must not alter, cut, drill, penetrate, veneer, laminate, paint, coat, lacquer, varnish, over-clad, re-finish, re-back, re-edge, substitute components, change ironmongery, change seals, change fixings, change backing materials, apply treatments, apply adhesives, apply sealants, or otherwise modify any fire-rated, acoustic or technically classified Goods unless the Seller has expressly approved the proposed change in writing.
12.12 Any unapproved alteration, modification, substitution, incorrect installation, poor adjustment, damage, lack of maintenance, further treatment, additional coating, site-applied process or deviation from the tested, assessed, classified or stated configuration may invalidate any stated acoustic, fire, reaction-to-fire or other technical performance.
12.13 The Seller shall not be liable where Goods supplied in accordance with the Contract are later found to be unsuitable for any additional third-party product, process, treatment, finish, coating, modification, approval route, certification route or performance outcome that was not expressly stated in the Seller’s written quotation or order confirmation as a guaranteed contractual requirement.
12.14 Any statement by the Seller that Goods may, might, could, should or may in principle be capable of being further treated, finished, upgraded, modified, reviewed or assessed by a third party is given as general guidance only. Such statement shall not constitute a product-specific technical approval, warranty, guarantee, certification route, performance declaration, recommendation, or confirmation that the proposed third-party product, process or route will be suitable or accepted by any supplier, consultant, building control body, client, contractor, insurer or approving authority.
12.15 The Buyer shall not rely on general correspondence, verbal discussions, preliminary comments, supplier enquiries, outline options, samples, mock-ups, indicative data or informal technical guidance as confirmation that a particular technical, regulatory, finishing, modification, approval or certification outcome will be achieved. Any such requirement must be expressly identified by the Buyer before order acceptance and expressly confirmed by the Seller in writing.
12.16 The Buyer is responsible for obtaining any necessary written confirmation from the relevant third-party supplier, system provider, consultant, designer, contractor, client, building control body, approving authority or insurer in relation to any proposed additional product, process, finish, modification, certification route or approval requirement.
12.17 The Buyer acknowledges that technical suitability may depend on matters outside the Seller’s knowledge or control, including project-specific specifications, fire strategies, acoustic strategies, site conditions, proposed third-party products, installation methods, maintenance regimes, contractor workmanship and requirements imposed by approving authorities. The Seller shall not be responsible for any failure by the Buyer or any third party to identify, check, co-ordinate or obtain approval for such matters before ordering.
13. Warranties and Liability
13.1 Subject to these Conditions, the Seller warrants that Goods supplied shall correspond in all material respects with the Seller’s written quotation, order confirmation or specification at the time of delivery.
13.2 All warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
13.3 Nothing in these Conditions shall limit or exclude the Seller’s liability for death or personal injury caused by the Seller’s negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.
13.4 The Seller shall not be liable for any indirect, consequential or economic loss, including but not limited to loss of profit, loss of business, loss of contract, loss of opportunity, loss of goodwill, loss of programme, delay damages, liquidated damages, site costs, labour costs, plant costs, professional fees, removal costs, re-installation costs, access costs or third-party claims.
13.5 Subject to clause 13.3, the Seller’s total liability to the Buyer arising out of or in connection with the Contract shall not exceed the price paid by the Buyer for the specific Goods or Services giving rise to the claim.
13.6 The Seller shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events outside the Seller’s reasonable control.
13.7 The Buyer is responsible for using the Goods safely, lawfully and appropriately, and for complying with all applicable laws, regulations, standards, duties, site rules and industry guidance.
14. Buyer’s Indemnity
14.1 The Buyer shall indemnify and keep indemnified the Seller, its officers, directors, employees, agents, subcontractors, suppliers and affiliates against all losses, claims, damages, liabilities, costs and expenses, including reasonable legal costs, arising out of or in connection with:
(a) any breach by the Buyer of these Conditions;
(b) any inaccurate, incomplete or unsuitable specification, drawing, measurement, instruction, information or requirement provided by or on behalf of the Buyer;
(c) any claim by a third party arising from the Buyer’s use, installation, alteration, modification, onward sale, specification or incorporation of the Goods;
(d) any infringement or alleged infringement of intellectual property rights arising from the Seller’s use of the Buyer’s specification, design, drawing, branding or instruction;
(e) any failure by the Buyer or its contractors to comply with health and safety obligations, site rules, laws, regulations or standards; and
(f) any claim made against the Seller under health and safety legislation, except to the extent caused by the Seller’s proven negligence.
14.2 The Buyer shall co-operate fully with the Seller in the defence or settlement of any claim and shall not settle any claim affecting the Seller without the Seller’s prior written consent.
15. Risk and Title
15.1 Risk in the Goods shall pass to the Buyer on delivery.
15.2 Title to the Goods shall remain with the Seller until the Seller has received payment in full, in cleared funds, for the Goods and all other sums owed by the Buyer to the Seller on any account.
15.3 Until title passes to the Buyer, the Buyer shall:
(a) hold the Goods as the Seller’s bailee;
(b) store the Goods separately from other goods where reasonably practicable;
(c) keep the Goods identifiable as the Seller’s property;
(d) not remove, deface or obscure identifying marks or packaging;
(e) maintain the Goods in satisfactory condition; and
(f) insure the Goods against all risks for their full replacement value from the date of delivery.
15.4 The Seller may recover payment for the Goods even though title has not passed to the Buyer.
15.5 If the Buyer fails to pay any sum due, becomes insolvent, or breaches these Conditions, the Seller may require the Buyer to return the Goods and may enter any premises where the Goods are stored to recover them, to the extent permitted by law.
15.6 The Buyer grants the Seller, its employees and agents an irrevocable licence to enter any premises where the Goods are or may be stored for the purpose of inspecting, recovering or removing the Goods, where lawful to do so.
16. Termination and Suspension
16.1 The Seller may suspend supply, stop Goods in transit, withhold delivery, suspend Services, suspend warranties, or terminate the Contract by written notice if:
(a) the Buyer fails to pay any amount when due;
(b) the Buyer breaches these Conditions;
(c) the Buyer becomes unable to pay its debts as they fall due;
(d) insolvency, administration, liquidation, bankruptcy, receivership, restructuring or similar proceedings are commenced by or against the Buyer;
(e) the Buyer ceases, threatens to cease, or appears likely to cease trading;
(f) the Seller has reasonable concerns regarding the Buyer’s creditworthiness; or
(g) any event occurs which, in the Seller’s reasonable opinion, may affect the Buyer’s ability to comply with the Contract.
16.2 On termination, all sums owed by the Buyer to the Seller shall become immediately due and payable.
16.3 Termination shall not affect any rights, remedies, obligations or liabilities that have accrued before termination.
17. Force Majeure
17.1 The Seller shall not be liable for any delay or failure to perform its obligations caused by events outside its reasonable control, including but not limited to acts of God, flood, fire, storm, severe weather, war, terrorism, civil unrest, industrial action, labour shortage, pandemic, epidemic, government action, import or export restriction, customs delay, port delay, carrier disruption, supplier failure, material shortage, fuel shortage, power failure, machinery breakdown, cyber incident, transport disruption, national emergency or international emergency.
17.2 In such circumstances, the Seller shall be entitled to a reasonable extension of time for performance and may suspend or cancel the affected Contract without liability where performance becomes impossible, commercially impracticable or materially delayed.
18. Intellectual Property
18.1 All intellectual property rights in the Seller’s drawings, designs, data sheets, technical documents, calculations, images, photographs, branding, product names, specifications, methods, reports and other materials remain the property of the Seller or its licensors.
18.2 The Buyer shall not copy, reproduce, distribute, publish, modify, reverse engineer, or use the Seller’s intellectual property except for the purpose of reviewing or using the Goods in connection with the relevant Contract.
18.3 The Buyer shall not use the Seller’s name, brand names, trade marks, product names, photographs, test data, reports or technical documents in marketing, tendering, certification, resale or project submissions without the Seller’s prior written consent, except where such use is expressly permitted by the Seller.
19. Data Protection and Communications
19.1 The Seller may process the Buyer’s personal data and contact details for the purposes of quotation, order processing, payment, delivery, customer service, warranty administration, debt recovery and related business purposes.
19.2 The Seller may share relevant delivery and contact information with suppliers, manufacturers, carriers, hauliers, freight forwarders, port agents and other service providers where necessary to fulfil the Contract.
19.3 The Buyer is responsible for ensuring that any personal data it provides to the Seller may lawfully be used for these purposes.
20. General
20.1 Any notice required under these Conditions shall be in writing and delivered personally, sent by recorded delivery, registered post, courier, or email to the other party at its registered office, principal place of business, or last notified email address.
20.2 No failure or delay by the Seller in exercising any right or remedy shall constitute a waiver of that right or remedy.
20.3 If any provision of these Conditions is found by a court or competent authority to be invalid, unlawful or unenforceable, the remaining provisions shall continue in full force and effect.
20.4 The Buyer shall not assign, transfer, charge, subcontract or deal in any other manner with its rights or obligations under the Contract without the Seller’s prior written consent.
20.5 The Seller may assign, transfer, subcontract or deal in any other manner with its rights or obligations under the Contract where reasonably necessary for business, supply-chain, manufacturing, delivery or administrative purposes.
20.6 Nothing in the Contract shall confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999, unless expressly stated otherwise in writing.
20.7 The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, discussions, negotiations, statements and understandings relating to its subject matter.
20.8 The Contract and these Conditions shall be governed by the laws of England and Wales.
20.9 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract or these Conditions.
