FAILTE SOLAR – TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (the "Terms") are issued by:

Failte Energy Solutions GB Limited T/A Failte Solar, a company incorporated under the laws of England, having its registered office at Unit 21, Trafford Park Industrial Estate, Trescott Road, Redditch, B98 7AH, United Kingdom (the "Company"), and apply to all sales of Goods by the Company to the Client (as defined below).

The Company operates as a wholesale distributor of solar equipment and does not provide design, installation, consultancy, or independent warranty services. Customers remain responsible for the suitability, installation, and regulatory compliance of all products purchased from the Company.

RECITALS

WHEREAS:

A. The Company carries on the business of wholesale distribution of solar panels, inverters, batteries, mounting systems, and related equipment and accessories sourced from third-party manufacturers;

B. The Company sells Goods on a business-to-business basis to trade clients who are responsible for their own design, installation, and compliance requirements;

C. The Company wishes to set out the terms and conditions upon which it supplies Goods to the Client; and

D. These Terms are intended to govern all current and future transactions between the Company and the Client unless expressly varied in Writing in accordance with Clause 22 hereof.

NOW, THEREFORE, the Company and the Client agree that all Orders placed by the Client and accepted by the Company shall be subject to these Terms as follows:

1. INTERPRETATION AND DEFINITIONS

1.1. In these Terms, unless the context otherwise requires, the following capitalised terms shall have the meanings set forth below:

(a) "Business Day" means any day other than a Saturday, Sunday, or public holiday in the United Kingdom;

(b) "Client" means the firm, company, or other entity that places an Order with the Company for the supply of Goods;

(c) "Company" means Failte Energy Solutions GB Limited T/A Failte Solar;

(d) "Delivery" means the physical delivery of Goods to the delivery address specified in the Order Confirmation or, where applicable, the making available of Goods for collection by the Client from the Company's premises or nominated depot;

(e) "Force Majeure Event" has the meaning given in Clause 20.1;

(f) "Goods" means all solar panels, inverters, batteries, mounting systems, cables, connectors, monitoring equipment, accessories, and any other products that the Company agrees to supply to the Client under an Order Confirmation;

(g) "Manufacturer" means the original manufacturer or brand owner of the Goods;

(h) "Order" means a written purchase order submitted by the Client to the Company for the supply of Goods;

(i) "Order Confirmation" means a written confirmation issued by the Company to the Client confirming acceptance of an Order, setting out the Goods to be supplied, the Price, delivery terms, and payment terms;

(j) "Price" means the price for the Goods as stated in the Order Confirmation;

(k) "Pro-Forma Invoice" means an invoice issued by the Company prior to or upon acceptance of an Order, requiring payment (in whole or in part) before dispatch of Goods;

(l) "VAT" means value added tax chargeable under the Value-Added Tax or any replacement or additional tax of a similar nature;

(m) "Writing" or "Written" means any communication in written form, including email, and "in Writing" shall be construed accordingly.

1.2. In these Terms:

(a) headings are for convenience only and shall not affect interpretation;

(b) words in the singular include the plural and vice versa;

(c) references to any gender include all genders and gender-neutral references;

(d) references to any statute or statutory provision include that statute or provision as amended, extended, consolidated, or re-enacted from time to time, and all subordinate legislation made under it;

(e) the word "including" (and grammatical variations thereof) means "including without limitation";

(f) references to "Clauses" are to clauses of these Terms; and

2. ACCEPTANCE OF CONTRACTUAL TERMS

2.1. These Terms apply to all sales of Goods by the Company to the Client and shall be deemed accepted by the Client upon the Client placing an Order with the Company.

2.2. Any quotation, proposal, or indication of pricing provided by the Company shall constitute an invitation to treat only and shall not constitute an offer capable of acceptance by the Client.

3. NATURE OF PARTIES AND SCOPE

3.1. The Company is a wholesale distributor of Goods only. The Company does not design, install, commission, maintain, or repair solar energy systems or any other systems incorporating the Goods.

3.2. The Company does not provide any independent warranty, guarantee, representation, or assurance as to the fitness, performance, output, compatibility, or suitability of the Goods for any particular purpose, site, application, or installation.

3.3. The Client acknowledges and agrees that:

(a) the Client is solely responsible for the design, specification, selection, installation, commissioning, testing, maintenance, and regulatory compliance of any system incorporating the Goods;

(b) the Client must independently verify that the Goods are suitable for the Client's intended purpose, comply with all applicable building regulations, planning permissions, electrical standards, and health and safety requirements;

(c) the Company has no liability whatsoever arising from or in connection with the design, installation, commissioning, or ongoing performance of any system incorporating the Goods; and

(d) the Client shall not represent to any third party that the Company has provided design, installation, or advisory services.

4. DESCRIPTION OF GOODS

4.1. All descriptions, specifications, illustrations, drawings, data sheets, and advertising material issued by the Company are for general indicative purposes only and do not form part of the contract between the Company and the Client unless expressly incorporated in the Order Confirmation.

4.2. The binding description of the Goods shall be that set out in the Order Confirmation. In the event of any discrepancy between any other document and the Order Confirmation, the Order Confirmation shall prevail.

4.3. The Company does not make any independent representation regarding the Goods beyond passing through information provided by the Manufacturer. The Client is responsible for verifying all technical specifications, performance claims, and certifications directly with the Manufacturer where necessary.

4.4. The Company reserves the right to make minor changes to the specification of the Goods where the Manufacturer updates its product line, provided such changes do not materially affect the performance or quality of the Goods.

5. ORDER PROCESS AND ACCEPTANCE

5.1. The Client shall submit all Orders in Writing to the Company, specifying (at minimum): (a) the type and quantity of Goods required; (b) the requested delivery date; and (c) the delivery address.

5.2. An Order shall not be binding upon the Company until the Company issues an Order Confirmation or a Pro-Forma Invoice to the Client. The Company reserves the right to reject any Order in whole or in part without giving reasons and without incurring any liability to the Client.

5.3. In the event of any discrepancy between the Client's Order and the Company's Order Confirmation, the Order Confirmation shall prevail unless the Client notifies the Company of the discrepancy in Writing within 2 (two) Business Days of receipt of the Order Confirmation.

5.4. Once the Company issues an Order Confirmation, the Client may not cancel or amend the Order without the prior Written consent of the Company. If the Company agrees to cancellation, the Client shall indemnify the Company for all costs, charges, and expenses (including restocking fees) incurred as a result.

6. PRICE AND PRICE VARIATION

6.1. The Price of the Goods shall be the Price stated in the Order Confirmation.

6.2. All Prices are quoted exclusive of: (a) VAT; (b) delivery, carriage, and freight charges; (c) packaging; (d) insurance; and (e) any import duties, customs charges, or other levies. Such ancillary charges shall be disclosed separately on the Order Confirmation or invoice and shall be payable by the Client in addition to the Price.

6.3. The Company may update the Price at any time before Order Confirmation. Due to (a) changes in exchange rates; (b) increases in Manufacturer prices; (c) increases in taxes, duties, or levies imposed by any governmental authority; or (d) increases in shipping or freight costs, in each case beyond the Company's reasonable control. In such circumstances, the Company shall notify the Client in Writing.

7. PAYMENT

7.1. Payment shall be due in accordance with the payment terms specified in the Order Confirmation or as agreed in writing between the parties. Unless otherwise stated in the Order Confirmation, payment shall be due and payable immediately of the date of the Company's invoice.

7.2. Payment shall be made by electronic bank transfer to the Company's designated bank account. Payment shall be deemed made only upon receipt of cleared funds in the Company's account.

7.3. Time of payment is of the essence of the contract.

7.4. The Company may, at its sole discretion, require the Client to make advance payment (in whole or in part) by way of a Pro-Forma Invoice before dispatch of Goods. The Company may vary credit terms or withdraw credit facilities at any time by giving notice in writing.

7.5. All payments shall be made in GBP (£) unless otherwise agreed in Writing.

8. LATE PAYMENT AND INTEREST

8.1. If the Client fails to make any payment when due, 1% per month interest shall accrue on the overdue amount from the due date until actual payment, calculated on a daily basis.

8.2. Without prejudice to Clause 8.1, the Company shall be entitled to recover from the Client all reasonable costs of recovering overdue amounts, including compensation for recovery costs and any additional reasonable recovery costs (including legal fees) as incurred.

8.3. If any payment is overdue, the Company may (without limiting any other right or remedy):

(a) suspend further deliveries under the affected Order and any other outstanding Order(s) until all overdue sums are paid in full;

(b) require payment in advance for future deliveries; and/or

(c) terminate any or all outstanding Orders with immediate effect by Written notice.

8.4. A genuine and agreed dispute as to any amount invoiced shall not entitle the Client to withhold payment of undisputed amounts. The disputed portion must be identified in Writing within 7 (seven) Business Days of receipt of the invoice, failing which the entire invoice shall be treated as undisputed.

9. NO SET-OFF

9.1. The Client shall pay all amounts due under these Terms in full without any deduction, counterclaim, set-off, or withholding of any kind, except as required by law.

9.2. For the avoidance of doubt, the Client may not set off any amounts that the Client alleges are owed by the Company (whether under these Terms or otherwise) against amounts due from the Client to the Company, save where such set-off arises by mandatory operation of law and cannot lawfully be excluded.

10. DELIVERY

10.1. All delivery dates and timelines communicated by the Company are estimates only and shall not be binding. The Company shall use reasonable endeavours to deliver the Goods within estimated timeframes but shall not be liable for any delay in Delivery.

10.2. Delivery shall be made to the address specified in the Order Confirmation, or, if no address is specified, to the Client's principal place of business as notified to the Company. Alternatively, where stated in the Order Confirmation, the Client shall collect the Goods from the Company's premises or nominated depot.

10.3. The Company shall be entitled to deliver the Goods in instalments. Each instalment shall be treated as a separate contract.

10.4. A dispatch note or delivery docket signed by the Client or any person at the delivery address shall constitute prima facie evidence that the Goods have been delivered in accordance with the Order Confirmation.

10.5. If the Client fails to take Delivery of the Goods or fails to provide adequate delivery instructions or where the Goods are ready for Delivery or collection, the Company may:

(a) store the Goods at the Client's sole risk and expense (including insurance, warehousing, and handling charges); and/or

(b) Following the expiry of 5 (five) Business Days' prior Written Notice, the Company shall be entitled, at its sole discretion, to resell the Goods to any third party without further notice to the Client. In such circumstances, the relevant Order Confirmation, whether in whole or in part, shall be deemed cancelled, and the Client shall have no right to raise any claim, action, or proceeding against the Company arising out of or in connection with such cancellation or resale.

11. RISK

11.1. Risk in the Goods shall pass to the Client at the time of Delivery, or, where the Client is to collect the Goods, at the time when the Goods are collected by the Client.

11.2. From the point at which risk passes, the Client shall be solely responsible for:

(a) any loss of or damage to the Goods (howsoever caused);

(b) insuring the Goods for their full replacement value against all risks; and

(c) the proper storage, handling, and protection of the Goods.

12. RETENTION OF TITLE

12.1. Notwithstanding Delivery and the passing of risk, legal and beneficial title to the Goods shall not pass to the Client until the Company has received payment in full (in cleared funds) of: (a) the Price of the Goods delivered; and (b) all other sums due from the Client to the Company on any account whatsoever (whether under these Terms or otherwise) (the "All-Monies Retention").

12.2. Until title passes to the Client in accordance with Clause 12.1:

(a) the Client shall hold the Goods as bailee for the Company and shall store the Goods separately from the Client's own goods and those of third parties, properly protected, insured for their full replacement value, and clearly identified as the Company's property;

(b) the Client shall not deface, alter, or remove any identifying marks, labels, packaging, or serial numbers on the Goods;

(c) the Client may resell or use the Goods in the ordinary course of its business, but the Client shall hold the proceeds of any resale (or the right to receive such proceeds) on trust for the Company in a separate identifiable account, and shall account to the Company for such proceeds upon demand; and

(d) the Company may at any time require the Client to deliver up the Goods and, if the Client fails to do so within 5 (five) Business Days of such demand, the Company may enter the Client's premises (or any premises where the Goods are stored) to recover the Goods, subject to Clause 12.4.

12.3. The Client's right to resell, use, or otherwise deal with the Goods shall cease immediately upon the occurrence of any Insolvency Event affecting the Client, or if the Client is in material breach of any obligation owed to the Company. Upon the occurrence of any such event, the Company may immediately repossess the Goods without prior notice.

12.4. The Company's right to enter premises for repossession under Clause 12.2(d) shall be:

(a) limited to the Client's own premises (or premises where the Client has granted or can procure a right of access for the Company);

(b) exercised upon not less than 2 (two) Business Days' prior Written notice to the Client, except where an Insolvency Event has occurred or is reasonably apprehended, in which case no prior notice shall be required; and

(c) exercised in a manner that causes minimum disruption to the Client's operations (to the extent reasonably practicable in the circumstances).

12.5. Where Goods have been mixed with, incorporated into, or processed with other goods or materials so as to be no longer separately identifiable, the Company shall have a pro-rata ownership interest in the resulting product or mixture, in proportion to the invoice value of the Company's Goods relative to the total value of all goods and materials incorporated.

12.6. The Client grants the Company an irrevocable licence to enter the Client's premises for the purposes of exercising its rights under this Clause 12, and the Client shall not revoke or limit such licence while any sums remain due to the Company.

12.7. Termination of any contract between the parties (howsoever arising) shall not affect the Company's rights under this Clause 12.

13. INSPECTION OF GOODS

13.1. The Client shall inspect the Goods promptly upon Delivery (and in any event within 48 (forty-eight) hours of Delivery) and shall satisfy itself as to the quantity, quality, and condition of the Goods.

13.2. The Client shall notify the Company in Writing of:

(a) any visible damage, shortage, or discrepancy within 48 (forty-eight) hours of Delivery (or such longer period as may be specified on the delivery docket); and

(b) any shortage in quantity.

13.3. Failure to notify the Company within the timeframes set out in Clause 13.2 shall constitute acceptance of the Goods as conforming to the Order Confirmation in all respects, and the Client shall have no claim against the Company in respect of such visible damage, shortage, or discrepancy.

13.4. Any claim under Clause 13.2 must be accompanied by: (a) the Order Confirmation reference number; (b) a description of the alleged damage, shortage, or discrepancy; and (c) photographic evidence where reasonably practicable.

14. RETURNS AND DEFECTS

14.1. Hidden defects (being defects not reasonably discoverable upon visual inspection at Delivery) may be notified by the Client to the Company in Writing within 14 (fourteen) Business Days of Delivery. Notification of a hidden defect after such period shall not give rise to any claim against the Company.

14.2. No Goods may be returned to the Company without the Company's prior Written authorisation. Unauthorised returns will not be accepted or credited.

14.3. Subject to Clause 14.4, all costs of returning Goods (including carriage, insurance, and packaging) shall be borne by the Client, unless the defect is attributable to the Company's or the Manufacturer's fault, in which case the Company shall bear reasonable return carriage costs.

14.4. The returns process shall be as follows:

(a) Phase One (Technical Assessment): The Client shall contact the Company's Operation or Technical Support team in Writing, providing: (i) the Order Confirmation reference; (ii) a description of the alleged defect; (iii) photographic or video evidence; and (iv) any test results or diagnostic data. The Company's Operation or Technical Support team or the Manufacturer, as applicable, shall review the information and advise the Client within 7 (seven) Business Days whether a return is approved.

(b) Phase Two (Return and Resolution): If the Company or the Manufacturer, as applicable, approves a return in writing, the Client shall return the Goods in accordance with the Company's return instructions.

14.5. Where a defect is confirmed, the Company's sole liability and the Client's sole and exclusive remedy shall be, at the Company's sole option:

(a) replacement of the defective Goods with equivalent Goods;

(b) issue of a credit note for the Price of the defective Goods; or

(c) refund of the Price paid for the defective Goods.

14.6. Upon replacement under Clause 14.5(a), the Company's liability in respect of the defective Goods shall be limited to the supply of the replacement Goods. No further claim, loss, or damage (howsoever arising) may be pursued against the Company in respect of the original defect or the replacement.

14.7. No returns shall be accepted, and no claims shall lie against the Company, in respect of:

(a) Goods that have been modified, adapted, or altered by the Client or any third party;

(b) Goods that have been damaged due to improper storage, handling, installation, or use;

(c) Goods made to the Client's specification, except where the defect is attributable to the Manufacturer's materials or workmanship; or

(d) Goods where the defect arises from the Client's failure to follow Manufacturer guidelines.

15. MANUFACTURER WARRANTY PASS-THROUGH

15.1. The Company is a wholesale distributor only and does not provide any independent warranty, guarantee, or assurance in respect of the Goods beyond the obligations expressly set out in these Terms.

15.2. The Company shall use reasonable endeavours to pass through or assign to the Client the benefit of any warranty, guarantee, or indemnity provided by the Manufacturer in respect of the Goods, to the extent that the terms of such warranty permit such assignment or pass-through.

15.3. The Client acknowledges and agrees that:

(a) the duration, scope, terms, and conditions of Manufacturer warranties are determined solely by the Manufacturer and may vary by product;

(b) warranty claims must be pursued by the Client in accordance with the Manufacturer's warranty procedures;

(c) the Company will provide reasonable assistance to the Client in processing warranty claims with the Manufacturer, including providing proof of purchase and delivery documentation, but the Company shall not be liable for the Manufacturer's failure or refusal to accept any warranty claim; and

(d) the Company makes no independent representation that any particular Manufacturer warranty will be available, honoured, or enforceable.

15.4. The Client shall comply with all Manufacturer requirements for maintaining warranty coverage, including but not limited to installation by certified installers, registration of products, use of compatible components, and adherence to maintenance schedules. Failure to comply with such requirements shall not give rise to any claim against the Company.

16. DISCLAIMER OF WARRANTIES

16.1. Except as expressly set out in these Terms, all warranties, conditions, representations, and terms (whether express or implied, statutory or otherwise) are excluded to the fullest extent permitted by UK law, including without limitation:

(a) any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or fitness for the Client's intended use;

(b) any implied warranty arising from course of dealing, usage of trade, or course of performance; and

(c) any warranty as to the accuracy or completeness of descriptions, specifications, or technical data.

16.2. The Goods are sold subject to the Manufacturer's warranties only (as passed through under Clause 15). The Company makes no independent warranty or representation as to quality, performance, output, durability, lifespan, efficiency, compatibility, or compliance with any standard.

16.3. Any technical guidance, product recommendations, performance estimates, layouts, calculations, specifications, or assistance provided by the Distributor are supplied for general informational and commercial support purposes only and are based solely on the information made available to the Distributor at the relevant time. Such guidance does not constitute engineering, design, consultancy, or professional advice and shall not be relied upon as a substitute for independent technical assessment and verification.

16.4. The Client is solely responsible for verifying and satisfying itself as to the suitability, compatibility, compliance, and performance of the Goods for the Client's intended purpose prior to placing an Order. The Company does not provide design, specification, or installation advice, and any general information provided by the Company (whether in conversation, correspondence, catalogues, data sheets, or otherwise) does not constitute advice and is not relied upon by the Client.

16.5. Nothing in this Clause 16 shall exclude or restrict liability to the extent that such exclusion or restriction is prohibited by applicable law.

17. LIMITATION OF LIABILITY

17.1. Subject to Clause 17.3, the Company's total aggregate liability to the Client (whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise) arising out of or in connection with the supply of Goods, or the performance or contemplated performance of any contract between the parties, shall not exceed the total Price paid by the Client to the Company under such Order Confirmation on which the claim arose.

17.2. Subject to Clause 17.3, the Company shall not be liable to the Client (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:

(a) loss of profit or anticipated profit;

(b) loss of revenue or anticipated revenue;

(c) loss of business or contracts;

(d) loss of goodwill or reputation;

(e) loss of anticipated savings;

(f) loss of data or corruption of data;

(g) loss of use of the Goods or any equipment or system;

(h) wasted expenditure or management time; or

(i) any indirect, special, incidental, or consequential loss or damage of any kind,

howsoever arising and whether or not the Company was advised of the possibility of such loss.

17.3. Nothing in these Terms shall exclude or limit the Company's liability for:

(a) death or personal injury caused by the Company's negligence;

(b) fraud or fraudulent misrepresentation by the Company;

(c) any breach of the Company's obligations under Clause 12 (Retention of Title) to the extent such breach is caused by the Company's wilful default; or

(d) any other liability which cannot lawfully be excluded or limited under UK law.

17.4. The Client acknowledges that the limitations and exclusions in this Clause 17 are reasonable having regard to the circumstances, including the wholesale nature of the Company's business, the Price of the Goods, and the availability of insurance.

18. INTELLECTUAL PROPERTY

18.1. All intellectual property rights (including but not limited to patents, trade marks, registered designs, unregistered design rights, copyrights, database rights, trade secrets, and know-how) in or relating to the Goods belong to the Manufacturer or its licensors and are not transferred to the Client by the sale of the Goods.

18.2. All intellectual property rights in the Company's catalogues, price lists, website, marketing materials, trade marks, trading names, and logos are and shall remain the exclusive property of the Company.

18.3. The Client may use the Manufacturer's and the Company's trade marks, logos, and product images solely for the purpose of advertising and reselling the Goods in the ordinary course of its business, provided that:

(a) such use complies with any branding guidelines issued by the Company or the Manufacturer;

(b) such use does not imply any endorsement, partnership, or affiliation beyond the wholesale supply relationship; and

18.4. The Client shall not:

(a) modify, reverse engineer, decompile, disassemble, or create derivative works from the Goods or their software or firmware;

(b) remove, alter, obscure, or deface any trade marks, labels, serial numbers, certification marks, or proprietary notices on the Goods or their packaging; or

(c) register or attempt to register any trade mark, domain name, or other identifier that is identical or confusingly similar to the Company's or the Manufacturer's intellectual property.

19. DATA PROTECTION

19.1. Each party shall comply with its respective obligations under the Data Protection legislation (as amended or replaced from time to time) in connection with any personal data processed in the course of the trading relationship.

19.2. To the extent that the Company processes personal data on behalf of the Client (or vice versa), the party acting as processor shall:

(a) process personal data only in accordance with the documented Written instructions of the controller;

(b) implement appropriate technical and organisational security measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage;

(c) not transfer personal data outside the European Economic Area without appropriate safeguards in accordance with the Data Protection legislation;

(d) assist the controller in responding to data subject requests and in ensuring compliance with the Data Protection legislation;

(e) notify the controller without undue delay (and in any event within 72 (seventy-two) hours) upon becoming aware of a personal data breach; and

(f) upon termination of the trading relationship, delete or return all personal data to the controller (at the controller's election), unless retention is required by applicable law.

19.3. The Company's privacy notice (as published on its website from time to time) sets out further details regarding the processing of personal data in connection with the supply of Goods.

19.4. Where the nature and scope of data processing requires it, the parties shall enter into a separate data processing agreement as required.

20. FORCE MAJEURE

20.1. Neither party shall be liable to the other for any failure or delay in performing its obligations under these Terms (other than an obligation to make payment) where such failure or delay results from a "Force Majeure Event", being any event or circumstance beyond the reasonable control of the affected party, including but not limited to:

(a) acts of God, flood, drought, earthquake, fire, storm, epidemic, or pandemic;

(b) war, armed conflict, terrorism, riot, civil commotion, or sanctions;

(c) acts, restrictions, regulations, embargoes, or measures of any government or public authority;

(d) industrial disputes, strikes, lock-outs, or labour shortages (other than those involving the affected party's own workforce where the affected party has failed to take reasonable steps to resolve the dispute);

(e) failure or delay by the Manufacturer in supplying goods to the Company;

(f) shortage of raw materials, components, or energy;

(g) breakdown of plant or machinery; and

(h) interruption or failure of transport, telecommunication, or utility services.

20.2. The affected party shall:

(a) notify the other party in Writing as soon as reasonably practicable upon becoming aware of the Force Majeure Event, specifying the nature, expected duration, and effect on its obligations; and

(b) use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

20.3. If a Force Majeure Event continues for a period of more than 60 (sixty) consecutive days, either party may terminate the affected Order(s) by giving Written notice to the other party, and neither party shall have any liability to the other in respect of such terminated Order(s), save that:

(a) the Client shall remain liable to pay for Goods delivered prior to the Force Majeure Event; and

(b) the Company shall refund any sums paid by the Client in respect of Goods not delivered.

20.4. A Force Majeure Event shall not excuse the Client's obligation to make payment for Goods already delivered.

21. ENTIRE AGREEMENT

21.1. These Terms, together with the applicable Order Confirmation, constitute the entire agreement between the Company and the Client in relation to the supply of Goods and supersede all prior agreements, understandings, negotiations, representations, warranties, undertakings, and communications (whether written or oral) between the parties relating to the subject matter hereof.

21.2. The Client acknowledges that it has not entered into any contract with the Company in reliance upon any representation, warranty, or undertaking that is not expressly set out in these Terms or the applicable Order Confirmation.

21.3. Nothing in this Clause 21 shall exclude or limit liability for fraud or fraudulent misrepresentation.

22. VARIATION

22.1. No amendment, variation, or modification of these Terms or any Order Confirmation shall be valid or binding unless made in Writing and signed by an authorised representative of each party.

22.2. No oral agreement, course of dealing, trade custom, or conduct of the parties shall operate to vary, supplement, or override any provision of these Terms.

22.3. Notwithstanding Clause 22.1, the Company may update or amend these Terms for future Orders by publishing revised Terms on its website or by providing Written notice to the Client. Such updated Terms shall apply to all Orders placed after the date of publication or notification (as applicable). The Client's continued placement of Orders after such date shall constitute acceptance of the updated Terms.

23. ASSIGNMENT

23.1. The Client shall not assign, transfer, sub-contract, delegate, charge, or otherwise dispose of any of its rights or obligations under these Terms or any Order without the prior Written consent of the Company (such consent not to be unreasonably withheld or delayed).

23.2. The Company may assign, transfer, sub-contract, or otherwise dispose of any of its rights or obligations under these Terms or any Order without the Client's consent, including (without limitation) in connection with any sale, merger, amalgamation, or reorganisation of the Company's business or any part thereof.

23.3. Any purported assignment in breach of this Clause 23 shall be void and of no effect.

24. NO WAIVER

24.1. A failure or delay by either party to exercise any right, power, or remedy under these Terms shall not constitute a waiver of that right, power, or remedy, nor shall it prevent or restrict the further exercise of that or any other right, power, or remedy.

24.2. A waiver of any right, power, or remedy shall only be effective if given in Writing and signed by an authorised representative of the waiving party, and shall apply only to the specific circumstances for which it is given. No single or partial exercise of any right, power, or remedy shall preclude any further exercise of the same or any other right, power, or remedy.

24.3. A waiver of any breach of these Terms shall not be deemed to be a waiver of any subsequent breach or default.

25. SEVERABILITY

25.1. If any provision (or part of any provision) of these Terms is found by any court, tribunal, or administrative body of competent jurisdiction to be invalid, unlawful, unenforceable, or void, such provision (or part thereof) shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect.

25.2. If any invalid, unlawful, unenforceable, or void provision would be valid, lawful, and enforceable if some part of it were deleted or modified, the provision shall apply with the minimum modification necessary to make it valid, lawful, and enforceable, while preserving the commercial intent of the parties.

25.3. In the event of severance under Clause 25.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

26. NOTICES

26.1. All notices, demands, consents, approvals, requests, and other communications required or permitted under these Terms shall be in Writing and shall be deemed duly given and effective:

(a) if sent by email: on the same Business Day if sent before 5:00 pm (UK time), or on the next Business Day if sent after 5:00 pm (UK time) or on a day that is not a Business Day; or

(b) if sent by registered post (or equivalent tracked postal service) to the registered office or principal place of business of the recipient.

26.2. Notices shall be sent to the addresses (postal and email) most recently notified by one party to the other in Writing. Each party shall promptly notify the other of any change in its contact details for the purpose of receiving notices.

27. COMPLAINTS AND DISPUTES

27.1. All complaints regarding the Goods or the Company's service shall be directed in Writing to the Company's designated customer service contact (as notified to the Client from time to time).

27.2. The Company shall acknowledge receipt of a complaint within 5 (five) Business Days and shall investigate and respond to the complaint within a reasonable timeframe, having regard to the nature and complexity of the complaint.

27.3. The parties shall use reasonable endeavours to resolve any dispute arising out of or in connection with these Terms through good faith negotiation. If the dispute is not resolved within 14 (fourteen) Business Days of one party notifying the other of the dispute in Writing, either party may refer the matter to the courts in accordance with Clause 28.

28. GOVERNING LAW AND JURISDICTION

28.1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

28.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of any proceedings arising out of or in connection with these Terms.

Last updated: 1st January 2026