Terms & Conditions

CONCRETE CANVAS® LIMITED – TERMS AND CONDITIONS OF SALE  
(updated December 17^th 2025)
Concrete Canvas Limited, company number 05537361, whose registered office is at CCHQ, Cowbridge Road, Talbot Green, Pontyclun, CF72 8HL, Wales, United Kingdom. 
Telephone : +44 (0)345 680 1908 
Email:  info@concretecanvas.com | Web:  www.concretecanvas.com

1. INTERPRETATION
1.1 DEFINITIONS: 
Applicable Law means all relevant laws, statutes, ordinances and regulations which govern the Contract pursuant to Condition 14.
Buyer means the person who buys or agrees to buy the Goods from the Seller under these Conditions.
Conditions means the terms and conditions set out in this document as amended from time to time.
Contract means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Delivery means when the Seller makes the Goods available at the Warehouse to the Buyer or the Buyer’s agent and “Deliver”, “Deliveries” and “Delivered” shall be construed accordingly.
Delivery Date means the date specified by the Seller in the Order Confirmation when the Goods are to be Delivered.
Goods means the goods which the Buyer agrees to buy from the Seller, as set out in the Order.
Group means as defined in section 240 of the Income and Corporation Taxes Act 1988, being a parent company resident in the UK and any of its 51% subsidiaries.
Order means the Buyer’s order for the Goods as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as the case may be.
Order Confirmation means an order confirmation document sent by the Seller to the Buyer, agreeing to fulfil an Order and confirming the Order Number for the Goods.
Order Number means the number applied to an Order by the Seller on receipt of an Order, if accepted.
Parties means the Buyer and the Seller and “Party” shall be construed accordingly.
Price means the price of the Goods excluding carriage, packing, insurance, import and export duties tariffs and charges and VAT.
Published Price List means for sales Ex Works (Incoterms 2020) the Seller’s UK headquarters to a Buyer within the United Kingdom, the Seller’s published UK Price list for the Goods; and for sales Ex Works (In coterms 2020) the Seller’s UK Warehouse to a Buyer outside the United Kingdom, the Seller’s published Export Price list;
Seller means Concrete Canvas Limited, a company incorporated under the laws of England and Wales (company registration number: 05537361) whose registered office is at the Warehouse; and
Warehouse means the Seller’s UK headquarters at CCHQ, Cowbridge Road, Talbot Green, Pontyclun, CF72 8HL, Wales, United Kingdom.

1.2 Interpretation:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 words following the terms including, include, in particular, for example or any similar expression are illustrative only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 a reference to writing or written includes email but not fax.

2. BASIC OF CONTRACT
2.1 These Conditions shall apply to the Contract to the exclusion of all other terms and conditions which the Buyer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 All Orders constitute an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 When the Buyer wishes to place an Order, it shall send a written Order to the Seller.
2.4 Orders are only deemed accepted if and when the Seller issues an Order Confirmation at which point the Contract comes into existence. The Seller is free to accept or reject Orders at its entire discretion.
2.5 The Buyer waives any right that it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Seller that is inconsistent with these Conditions.
2.6 The Seller shall assign an Order Number to each Order received from the Buyer. The Buyer shall refer to the Order Number in all subsequent
correspondence relating to the Order.
2.7 Quotations given by the Seller shall not constitute an offer. In any case, quotations are, unless otherwise stated, only valid for thirty (30) days from the date of issue. Quotations in currency other than GBP Sterling are based on the rate of exchange determined by the Seller at the time of quoting and unless otherwise stated in the quotation will be subject to revision up or down if any different rate of exchange is ruling at the date an Order Confirmation is despatched.
2.8 Entirely without prejudice to any other provision of these Conditions, acceptance of Delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.9 If there is a conflict or inconsistency between any special terms and conditions agreed in writing by the Seller and set out in the Order Confirmation and any provision of these Conditions, such special terms and conditions shall prevail.

3. PRICE AND PAYMENT
3.1 The Price of the Goods shall be the Seller’s quoted price set out in the Order or, if no price is quoted, the price set out in the Seller’s Published Price List in force as at the date of Delivery.

3.2 The Seller by giving notice to the Buyer at any time up to seven (7) days before Delivery may increase the Price of the Goods to reflect any increase in the cost of the Goods which is due to:
3.2.1 any factor occurring after the making of the Contract which is beyond the reasonable control of the Seller (including without limitation, foreign exchange rate fluctuations, increases in taxes and duties, increases in the cost of labour, materials and other manufacturing costs);
3.2.2 any request by the Buyer to change the Delivery Date(s), quantities or types of Goods ordered or any specification therefor; or
3.2.3 any delay caused by instructions of the Buyer or failure of the Buyer or its agents to give the Seller adequate or accurate information or instructions, provided that the Buyer may cancel the Contract by written notice to the Seller within seven (7) days of the date of any such notice from the Seller if it does not agree such increase in Price.

3.3. The Price
3.3.1 is exclusive of excise and value added taxes of any kind (whether federal, state, provincial, local or otherwise) which shall be due at the rate ruling at the date of the Seller’s tax invoice; and
3.3.2 excludes the costs and charges of packing, insurance, transport, freight, import or export taxes, tariffs and duties; charges; customs fees; and export licensing and other fees which may be invoiced to the Buyer in addition where the Seller agrees to incur any of the same on the Buyer’s behalf in the Contract.
3.4 The Buyer shall pay each invoice submitted by the Seller:
3.4.1 in accordance with the payment terms agreed by the Seller and confirmed in writing to the Buyer in the Order Confirmation or, in the absence thereof, on the date of the Seller’s invoice; and
3.4.2 in full and in cleared funds in accordance with Condition 3.9 to the Seller’s designated bank account notified to the Buyer.
3.5 The Seller’s acceptance of an Order and its agreement to extend any period of credit for payment to the Buyer shall, unless otherwise stated in writing in the Contract, be conditional upon the amount of any such credit being secured by credit insurance and/or letter of credit as the Seller may stipulate in the Order Confirmation. Unless otherwise stated in the Order Confirmation, all costs and expenses associated with effecting of such security arrangements shall be for the Buyer’s sole account.
3.6 Time for payment shall be of the essence of the Contract. If the Buyer fails to pay the Seller’s invoice by the time due for payment, the Seller may treat such failure as a breach of contract and, without prejudice to any right or remedy, cancel the Contract in whole or in part as the Seller may in its discretion determine, without liability to the Buyer.
3.7 Without prejudice to Condition 3.6 of these Conditions, interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment, whether before or after judgment, at a rate of 4% a year above the Bank of England base rate from time to time in force (but at 4% a year for any period when that base rate is below 0%).
3.8 If the Buyer fails to pay the Seller’s invoice by the due date then, without prejudice to any of the Seller’s other rights, the Seller may:
3.8.1 cancel the Contract in whole or in part;
3.8.2 suspend or cancel Deliveries of any Goods due to the Buyer under the Contract (and/or any Goods due to the Buyer under any other Contract with the Buyer); and/or
3.8.3 appropriate any payment made by the Buyer to such of the Goods (and/or Goods supplied under any other Contract with the Buyer) as the Seller in its sole discretion may think fit;
3.8.4 cancel or adjust any existing credit terms extended to the Buyer under the Contract or any other contract between the Seller and the Buyer; and/or
3.8.5 immediately repossess all or any part of the Goods in transit or in the custody or control of the Buyer pursuant to the Contract or any other contract between the Seller and the Buyer, at the sole risk and expense of the Buyer.
3.9 Payments shall be made in GBP Sterling unless otherwise agreed in writing by the Parties in the Contract.
3.10 All amounts due under the Contract shall be paid in full without set-off, counterclaim, deduction or withholding of any kind.

4. THE GOODS
4.1 The quantity and description of the Goods shall be as set out in the Order Confirmation.
4.2 The Buyer shall take Delivery of the Goods tendered notwithstanding that the quantity so Delivered shall be either greater or less than the quantity purchased in the Contract provided that:
4.2.1 such a discrepancy in quantity shall not exceed 10% (ten percent.); and
4.2.2 the Price shall be adjusted pro rata to the discrepancy.
4.3 The Seller reserves the right to alter or change the specification of the Goods within reasonable limits having regard to the type and nature of the Goods. Dimensions stated by the Seller are approximate unless the Parties have set out in the Contract that the dimensions should comply with precise tolerances.

5. SAMPLES AND DESCRIPTIONS
5.1 The provision by the Seller of samples for analysis by the Buyer or the inspection of samples by the Buyer will not render any sale a sale by sample.
5.2 Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions, illustrations or photographs contained in the Seller’s catalogues, brochures or websites 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.

6. WARRANTIES AND LIABILITY
6.1 The Seller warrants to the Buyer that:
6.1.1 on Delivery:
6.1.1.1 it will have good title to the Goods being supplied;
6.1.1.2 unless stated in the Contract, the Goods will be of ‘first’ quality (meaning the product not sold as a ‘second’ with identified imperfections or other defects identified in the Contract); unless they are sold as a ‘second’, ‘aged’, ‘off quality; or ‘discontinued line’ (in which case they are sold ‘as is’ without any warranty at all, the Goods will be free from manufacturing defects at the time of Delivery. For this purpose, “Delivery” is deemed to have occurred when the Seller makes the CC GCCM available Ex Works (Incoterms 2020) the Seller’s UK headquarters to the Buyer or the Buyer’s agent and a “manufacturing defect” means a material defect in workmanship or materials in the physical assembly, construction or fabrication of the CC GCCM by reference to the Seller’s standard materials specification for the CC GCCM at the time of Delivery; and
6.1.1.3 the set CC GCCM, if installed in accordance with User Guide – Hydration, will meet or exceed the performance data published in Concrete Canvas (CC) Classification Properties to ASTM D8364 “Standard Specification for GCCM Materials” for a period (the Warranty Period) of 12 months from Delivery (Substandard Performance).
6.1.2 On Delivery and for the Warranty Period the Goods shall conform to the Seller’s quality specification and materials data sheet published on the Seller’s website at www.concretecanvas.com from time to time or otherwise set out in the Order Confirmation.

6.2 Provided:
6.2.1 the Buyer gives written notice to the Seller in accordance with Condition 8.1 and that some or all of the Goods do not comply with the warranty in Condition 6.1; and
6.2.2 the Seller or its agent is given a reasonable opportunity to examine the Goods; and
6.2.3 the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s Warehouse at the Buyer’s cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the Price of the defective Goods in full subject always to the provisions of Condition 6.3.
6.3 The Seller shall have no liability for the failure of the Goods to comply with the warranty in Condition 6.1 if:
6.3.1 the Seller makes any further use of the Goods after giving notice in accordance with Condition 6.2;
6.3.2 the defect arises because the Buyer or its agent, client, customer or any other person to whom the Goods have been supplied or resold failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods;
6.3.3 the Buyer or any person other than the Seller alters or repairs the Goods without the prior written consent of the Seller; or
6.3.4 the defect arises as a result of wilful damage, misuse or negligence.
6.4 Except as expressly provided in this Condition 6, the Seller shall have no liability to the Seller in respect of the Goods’ failure to comply with the warranty in Condition 6.1.
6.5 No warranty, representation or condition other than the express warranty in Condition 6.1 is made or given and all such warranties, representations and conditions, express or implied whether under statute, at common law, trade custom or otherwise including with respect to the quality, condition or fitness of the Goods for any purpose are hereby excluded to the maximum extent permitted by Applicable Law. The Seller specifically disclaims any warranty that the Goods will be suitable for any particular purpose or commercial application or for use under any specific conditions notwithstanding that such purpose, application or conditions may be known or made known to the Seller. The Buyer and any end customer to whom Goods are resold or supplied must satisfy itself that the Goods are suitable for any product, project or application for which they are to be used before the Goods are incorporated in such product, project or application.
6.6 It is the Buyer’s sole responsibility to verify that the installation and use of the Goods at any location by the Buyer or any end customer to whom Goods are resold or supplied complies with the requirements of laws in the country or territory in which the Goods are being incorporated in such product, project or application.
6.7 The provisions of this Condition 6 shall apply to any repaired or replacement Goods supplied by the Seller.

7. DELIVERY OF THE GOODS
7.1 All Goods are sold Ex Works (Incoterms 2020) the Seller’s Warehouse. Delivery shall take place when the Seller makes the Goods available at the Warehouse to the Buyer or the Buyer’s agent on the Delivery Date. The Buyer shall make all arrangements necessary to take Delivery of the Goods whenever they are tendered for Delivery.
7.2 Where the Seller agrees in the Contract to make arrangements for the transportation of the Goods to the Buyer’s designated address on the Seller’s behalf, delivery and transfer of risk in the Goods shall still be deemed to take place at the Seller’s Warehouse. The costs of carriage and insurance which the Buyer reasonably directs the Seller to incur shall be added to the Price and shall be due and payable with the Price. The carrier shall be deemed to act as the Buyer’s agent.
7.3 The Seller may Deliver the Goods by separate instalments in accordance with the agreed Delivery schedule. Each separate installment shall be in voiced and paid for in accordance with the provisions of these Conditions. The failure of the Seller to Deliver any one or more of the said installments on the due date shall not entitle the Buyer to treat the Contract or any part of it as repudiated. The failure of the Buyer to pay for any one or more of the said instalments on the due date shall entitle the Seller (at the sole option of the Seller):

7.3.1 without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or
7.3.2 to treat the Contract as repudiated by the Buyer.7.4 The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to Deliver the Goods (or any of them) promptly or at all. Dates of Delivery are approximate only, whether or not incorporated in an agreed Delivery schedule, and shall under no circumstances be essential terms of any Contract. A delay in Delivery including Delivery later than the date or dates in the Seller’s written quotation shall not constitute a breach of contract and shall not entitle the Buyer to avoid the Contract or to any other remedy unless the Seller has guaranteed the date of Delivery in a special condition in the Seller’s Order Confirmation which expressly modifies the provisions of these Conditions. In particular, the Seller is not responsible for any loss, damage or expense caused by delay in Deliveries or failure to Deliver as a result of strikes, lock outs, fire, the elements, war, civil commotion, industrial disputes, pandemics and epidemics, shortages of material or fuel notwithstanding that the Seller has taken all reasonable steps to procure the same, shortage of labour, breakdown or partial failure of plant or machinery, late receipt of the Buyer’s specifications or other necessary information, acts, orders, or regulations of governments, decisions or directives of the Commission of the UK Government or European Union, delay on the part of any subcontractor or supplier or any cause whatsoever beyond the reasonable control of the Seller and in such circumstances, notwithstanding any warranty given by the Seller modifying the provisions herein the time for Delivery of the goods shall be extended for a reasonable period having regard to the cause of the delay.
7.5 When the Buyer is notified that the Goods are ready for collection, the Buyer shall collect the Goods without delay and in any event prior to any Delivery Date specified in the Contract. If the Goods are not collected by the Buyer within three (3) days of being so notified the Seller may despatch the Goods itself at the Buyer’s expense and risk or store them at the expense and risk of the Buyer.
7.6 The Seller reserves the right to charge the Buyer any costs, charges or expenses incurred by the Seller as a result of vehicle or wagon detention or demurrage of ships in consequence of any act or omission of the Buyer, its servants or agents or as a result of special requirements or stipulations of the Buyer not provided for in the Contract.
7.7 Notwithstanding that the Seller may have delayed or failed to Deliver the Goods (or any of them) the Buyer shall be bound to accept Delivery and to pay for the Goods in full provided that the Delivery shall be tendered at any time within three months of the Delivery Date.

8. ACCEPTANCE OF THE GOODS
8.1 The Buyer shall inspect and test the Goods on Delivery and shall within thirty (30) days after receipt and before use or resale for all claims other than those for latent defects or, within 396 days after receipt of the Goods for a latent defect:
8.1.1 notify the Seller in writing of any discovery that some or all of the Goods supplied under the Contract do not comply with the Warranty; and
8.1.2 notify the Seller of any shortage in quantity Delivered.
8.2 Entirely without prejudice to any other limitation or exclusion under these Conditions, any right to cancel, reject, or claim damages of any kind shall expire, and the Buyer shall lose and waives any right to rely upon or claim nonconformity of the Goods including breach of a warranty given on Delivery under Section 6.1, unless the Buyer’s written and particularised claim is received by the Seller (a) for all claims other than those for latent defects within thirty (30) days after receipt and before use or resale; or b) for a latent defect (that is any defect or damage which would not be apparent on a careful and reasonable test and examination of the Goods), within 10 days of the date that the non-conformity was or should have been discovered and in any event 396 days of the date of Delivery.
8.3 If the Seller despatches the Goods pursuant to Condition 7.3, the Buyer shall notify the Seller of any non-Delivery of the whole consignment of the Goods within three (3) days of the date of despatch followed by a complete claim in writing within seven (7) days thereof. Notwithstanding the receipt by the Seller of any such notice, a clear signature on the carrier’s Delivery advice sheet shall be deemed to signify receipt of the quantity of Goods indicated on the advice sheet unless the said sheet is endorsed “not examined”.
8.4 If the Goods are not supplied in accordance with the Contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing such Goods or, if the Seller shall elect, by refunding a proportional part of the Price.

9. TITLE AND RISK
9.1 The risk in the Goods shall pass to the Buyer at Delivery.
9.2 Title to the Goods supplied under a Contract shall not pass from the Seller to the Buyer until:
9.2.1 the Seller receives payment of the Price in full in cleared funds for the Goods plus VAT; and
9.2.2 no other sums whatsoever shall be due from the Buyer to Seller under that Contract.
9.3 Until property in the Goods passes to the Buyer in accordance with Condition 9.2 the Buyer shall store the Goods (at no cost to the Seller) in accordance with the Seller’s storage instructions in their original packaging and separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
9.4 The Buyer is not permitted to sell Goods on unless and until the Seller receives payment of the Price in full in cleared funds for the Goods plus VAT.
9.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding the property in any of the Goods has not passed from the Seller.
9.6 Until such time as property in the Goods passes from the Seller, the Seller reserves the right to require the Buyer to deliver up all Goods in its possession or under its control and if the Buyer fails to do so promptly the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
9.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatsoever owing by the Buyer to the Seller (including but not limited to under or pursuant to all Contracts) shall forthwith become due and payable.
9.8 The Buyer shall insure and keep insured the Goods for the full price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller. The Buyer shall use a reputable insurance company, such insurance company to be pre-approved by the Seller (if the Seller requests). The Buyer shall ensure that the Seller’s interest in the Goods is noted on the Buyer’s insurance policy and whenever requested by the Seller produce a copy of the insurance policy documentation. Without prejudice to the rights of the Seller, if the Buyer fails to insure in accordance with this Condition 9.8, all sums whatever owing by the Buyer to the Seller (including but not limited to under or pursuant to all Contracts) shall forthwith become due and payable.

10. REMEDIES OF THE BUYER AND LIMITATION OF THE SELLER’S LIABILITY
10.1 For the avoidance of doubt, references to liability in this Condition 10 apply to every liability arising under or in connection with the Contract. The parties agree that the provisions of this Condition 10 are considered by them to be reasonable in all the circumstances.
10.2 Nothing in the Contract shall limit or exclude the Seller’s liability to the Buyer for:-
10.2.1 fraud or fraudulent misrepresentation;
10.2.2 death or personal injury caused by its negligence, or the negligence of its personnel, agents, or sub-contractors; or
10.2.3 liability which cannot be limited or excluded by Applicable Law.
10.3 Except as provided in Condition 10.2, and notwithstanding any other term of these Conditions or the Contract, the Seller will not be liable to the Buyer (or any third party claiming under or through the Buyer) under any cause of action (whether such causes of action arise in contract (including under any indemnity or warranty), in tort (including negligence or for breach of statutory duty), or otherwise) arising under and/or in connection with any Contract for losses that comprise:
10.3.1 indirect, special, consequential, or exemplary damages (even if such party has been advised of the possibility of such damages); or
10.3.2 any of the following (whether arising directly or indirectly):
10.3.2.1 loss of profits or revenue;
10.3.2.2 loss of sales or business;
10.3.2.3 loss of agreements or contracts;
10.3.2.4 loss of anticipated savings;
10.3.2.5 loss of or depletion to goodwill.
10.4 Subject to Conditions 10.2 and 10.3, the Seller’s total aggregate liability to the Buyer (and to any third party claiming under or through the Buyer) whether in contract (including under any indemnity or warranty), tort (including negligence), in respect of innocent or negligent misrepresentation or misstatement for breach of statutory duty or otherwise, arising under or in relation to a Contract its performance and non-performance, shall not exceed the Price of the Goods excluding taxes, reimbursements and pass-throughs.
10.5 The remedies prescribed in Condition 6 for a breach of warranty in Condition 6.1 shall be the sole remedies of the Buyer in respect thereof.
10.6 Subject always to Conditions 10.2 and 10.3, the Seller’s liability under this Condition 10 will be reduced proportionately to the extent of the Buyer’s contribution to the loss or damage.
10.7 This Condition 10 shall survive the expiry or termination of the Contract for any reason.

11. INSOLVENCY OR OTHER DEFAULT OF THE BUYER
11.1 If:-
11.1.1 the Buyer fails to make payment for the Goods in accordance with these Conditions; or
11.1.2 the Buyer commits any other breach of these Conditions; or
11.1.3 if distress or execution should be levied upon any of the Buyer’s goods; or
11.1.4 if the Buyer offers to make any arrangement with its creditors; or
11.1.5 if the Buyer is subject to any act of bankruptcy; or
11.1.6 if any petition in bankruptcy or other insolvency process is served against the Buyer; or
11.1.7 if the Buyer is unable to pay its debts as they fall due; or
11.1.8 if, being a limited company, any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented; or
11.1.9 if a receiver, administrator, administrative receiver, liquidator, pro visional liquidator or manager shall be appointed over the whole or any part of the Buyer’s business or assets; or
11.1.10 if the Buyer shall suffer any analogous proceedings under foreign law, all sums in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
(a) suspend all future Delivery of Goods to the Buyer and/or terminate the Contract without liability and its part; and/or
(b) exercise any of its rights pursuant to Condition 9.

12. SET OFF AND COUNTER CLAIM
12.1 The Buyer may not withhold payment of any invoice or any amount due to the Seller by reason of any right to set off or counter claim which the Buyer may have or allege to have or for any reason whatever.

13. NO RELIANCE ON INSTALLATION GUIDANCE
13.1 Any installation advice provided verbally or outlined in the Seller’s technical literature and/or guide specifications provided by the Seller or any of its Group is intended as a guide for information purposes only and is not intended to replace sound engineering practice and judgment and should not be relied upon for that purpose. The Seller makes no warranty of any kind, either expressed or implied, as to the accuracy, completeness or the contents of this technical literature and/or these guide specifications. The Seller assumes no liability with respect to the provision or use of this technical literature and/or these guide specifications, nor shall any legal relationship be created by, or arise from, the provision of such specifications. The Seller shall not be responsible under any legal theory to any third party for any direct, indirect or consequential damages of any kind, arising from the use of this technical literature and/or these guide specifications. The specifier, architect, engineer or design professional or contractor for a particular project bears the sole responsibility for the preparation and approval of the specifications and determining their suitability for a particular project or application.

14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 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 governed by and construed in accordance with the laws of England and Wales.
14.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction 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.
14.3 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.

15. GENERAL PROVISIONS
15.1 Unless it expressly states otherwise and save as provided in Condition 15.2, the Contract does not give rise to any rights to any person other than the Seller and the Buyer to enforce any term of the Contract.
15.2 The Seller’s Group shall be entitled to exercise all rights under the Contracts (Rights of Third Parties) Act 1999 as if it were the Seller under the Contract.
15.3 The Seller’s supply of Goods does not expressly, or by implication, grant Buyer any right or license under any patent, copyright or trademark of the Seller or its Group.
15.4 Any notice required to be served pursuant to these Conditions shall be in writing and served either by: first class pre-paid post (or tracked international mail where sent to/from different countries); by hand; by commercial courier; or by email. Notice to the Seller must be sent to the Seller’s principal place of business as set out at the head of these Conditions or such other address as the Seller from time to time may notify to the Buyer, and notices to the Buyer must be given at the Buyer’s registered office or principal place of business. Any email address set out in the Order may be used for such purpose.
15.5 No waiver or forbearance by the Seller (whether express or implied) in en forcing any of its rights under the Contract shall prejudice its rights to do so in the future.
15.6 No variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
15.7 The Seller may assign, transfer, charge, mortgage, delegate, license or sub-contract all or any part of its rights and obligations under the Contract without the Buyer’s consent.
15.8 The Buyer may not assign, transfer, charge, mortgage, delegate, license or sub-contract all or any part of its rights and obligations under the Contract without the Seller’s consent.
15.9 The Seller may cancel the Contract at any time before the Goods are Delivered by giving written notice to the Buyer. On giving written notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
15.10 The Seller shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from any event, circumstance or cause beyond the Seller’s reasonable control including any flood, fire, earthquake, interruption to power or other utilities, epidemic, pandemic, war, act of terrorism, civil disturbance, government curfew or labour disputes (not being one related only to the Seller’s employees). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
15.11 All headings are for ease of reference only and shall not affect the construction of these Conditions.
15.12 Any provision in the Contract which is or may be void, illegal or unenforceable shall to the extent of such invalidity, illegality or unenforceability be deemed to be severed and deleted but that shall not affect the validity and enforceability of any other provision of the Contract.
15.13 Neither the Buyer nor the Seller shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into the Contract. This restriction shall continue to apply after the expiration or termination of the Contract without limit of time. These obligations shall cease to apply to knowledge or information which may properly come into the public domain (through no fault of the party concerned) or is required by Applicable Law to be disclosed upon production.