Terms and conditions

akustikplus UK

Aureis Materials Limited trading as akustikplus UK , Version 2.0. These Conditions apply to all Orders placed on or after 11 August 2026 and supersede all previous versions.

1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;

1.2.4 a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;

1.2.5 a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 a reference to a gender includes each other gender;

1.2.7 words in the singular include the plural and vice versa;

1.2.8 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form (including email);

1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;

1.2.11 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing signed under hand. No such terms or conditions shall be incorporated into the Contract by reason of the Supplier's despatch or delivery of the Goods, acceptance of payment, issue of any invoice, signature of any delivery note or goods received note, or any other performance of the Contract by the Supplier.

2.3 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.4 Each Order by the Customer to the Supplier shall be an offer to purchase the Goods subject to the Contract, including these Conditions.

2.5 If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.

2.6 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier for 30 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.7 The Supplier may accept or reject an Order at its discretion and is under no obligation to give reasons for any rejection. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

2.7.1 the Supplier's written acceptance of the Order; or

2.7.2 the Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).

2.8 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.

2.10 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

2.11 The Supplier sells only to persons acting in the course of a business, trade, craft or profession. The Customer warrants and represents that it is entering into the Contract in the course of its business and not as a consumer within the meaning of the Consumer Rights Act 2015, and that it is not purchasing the Goods wholly or mainly for personal use. These Conditions are not intended to apply to, and shall not apply to, any contract with a consumer, and nothing in these Conditions affects the statutory rights of a consumer.

2.12 Unless the Order expressly states otherwise, the Supplier supplies the Goods on a supply-only basis. The Supplier does not undertake and accepts no responsibility for: the design of the Customer's works or of any acoustic, fire or building solution; any site survey, measurement, setting out or take-off; the condition, tolerance, moisture content, flatness or structural adequacy of any substrate, framing or fixing background; the selection or adequacy of any fixing, adhesive, battens, rails, unistrut or backing material not supplied by the Supplier; or the storage, handling, installation, fixing, cutting, finishing, sealing, commissioning, cleaning or maintenance of the Goods, all of which are the sole responsibility of the Customer.

2.13 The Conditions applicable to an Order are those published on the Supplier's website, or otherwise notified to the Customer in writing, at the date on which the Order is placed. The Supplier may amend these Conditions from time to time; any amendment shall apply to Orders placed after the amendment takes effect and shall not affect Orders already accepted.

3. Price

3.1 The price for the Goods shall be as set out in the Order or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the Order is placed (the Price).

3.2 Unless confirmed otherwise by the Supplier in writing, the Prices are exclusive of:

3.2.1 packaging, loading, delivery, insurance, shipping, carriage, and all other related charges or taxes, and all customs duties, tariffs, import levies, border charges, port, demurrage, storage and handling charges and any other charge of any kind arising on or in connection with the importation of the Goods into the United Kingdom, which shall be charged in addition at the Supplier's standard rates or, where the Supplier has no standard rate, at cost, and

3.2.2 VAT (or equivalent sales tax).

3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

3.4 The Supplier may increase the Prices at any time by giving the Customer not less than 15 Business Days' notice in writing provided that where the increase exceeds 5% the Customer may cancel any Orders which would be affected by such an increase.

3.5 Notwithstanding clause 3.4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods which exceeds 3% and which is due to any factor beyond the control of the Supplier. Where the increase exceeds 8% the Customer may cancel any Orders which would be affected by such an increase.

4. Payment

4.1 The Supplier shall invoice the Customer for the Goods, partially or in full, at any time following acceptance of the Order.

4.2 The Customer shall pay all invoices:

4.2.1 in full without deduction or set-off, in cleared funds and in the currency stated in the Order (or, if none is stated, in pounds sterling), by the due date stated in the Order, in the Supplier's quotation or on the relevant invoice; and where no such due date is stated, the Price shall be payable in full upon the Supplier's acceptance of the Order;

4.2.2 to the bank account nominated by the Supplier in the relevant invoice;

4.2.3 net of all bank, intermediary and correspondent bank charges, fees and currency conversion costs, so that the Supplier receives the full invoiced amount. Payments must be instructed on an "OUR" charges basis. If any payment is received subject to a deduction of any kind, the Customer shall remit the shortfall within five Business Days of the Supplier's demand; and

4.2.4 quoting the payment reference stated on the relevant invoice.

4.2A The Supplier will never notify a change to its bank details by email alone. The Customer shall verify any purported change to the Supplier's bank details by telephone with a known contact at the Supplier before making any payment, and payment made to any account other than that verified shall not discharge the Customer's obligation to pay.

4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1 the parties agree that the Late Payment of Commercial Debts (Interest) Act 1998 applies to the Contract, and that nothing in these Conditions is intended to, or shall be construed so as to, exclude, vary, restrict or otherwise oust the Supplier's rights under that Act. Accordingly the Supplier shall be entitled to statutory interest on the overdue sum at 8% a year above the Bank of England official dealing rate, determined in accordance with section 6 of that Act and the Late Payment of Commercial Debts (Rate of Interest) (No. 3) Order 2002;

4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment;

4.3.3 the Supplier shall in addition be entitled to the fixed sum compensation provided for by section 5A of the Late Payment of Commercial Debts (Interest) Act 1998, being £40 where the debt is less than £1,000, £70 where the debt is £1,000 or more but less than £10,000, and £100 where the debt is £10,000 or more, which shall fall due automatically on each overdue invoice without the need for any demand;

4.3.4 the Supplier shall further be entitled, pursuant to section 5A(2A) of that Act, to recover from the Customer the reasonable costs it reasonably incurs in recovering the debt, to the extent those costs exceed the fixed sum referred to in clause 4.3.3, including the fees and disbursements of any credit control or debt recovery agent, solicitor or counsel and any court, arbitration or enforcement costs;

4.3.5 the Supplier may, without liability to the Customer and without limiting its other rights, suspend or withhold delivery of any Goods under the Contract or under any other contract with the Customer, withdraw or reduce any credit facility, require payment in advance or the provision of security in respect of any future Order, and treat all sums then invoiced or invoiceable to the Customer under every contract between the parties as immediately due and payable; and

4.3.6 the Supplier may appropriate any payment made by the Customer to such invoice or sum as it thinks fit, applying it first to the costs referred to in clause 4.3.4, then to interest, and then to the earliest outstanding invoice, notwithstanding any purported appropriation by the Customer.

4.4 The Supplier is under no obligation to reserve, ring-fence or allocate any stock, to send any order to the Manufacturer until any Deposit has been received in cleared funds. All lead times, delivery periods and delivery dates run from receipt of cleared Deposit funds and not from the date of the Order. Save where the Supplier is in material breach of the Contract, any Deposit is non-refundable and shall be applied against the Price; where the Contract is terminated or an Order cancelled in circumstances where the Customer remains liable for any sum, the Supplier may set the Deposit off against that liability.

4.5 The Customer may not cancel, reduce, vary or postpone an Order after it has been accepted without the Supplier's prior written consent. Where such consent is given, and in any event where the Customer wrongfully refuses or fails to take delivery, the Customer shall pay: (a) the full Price of all Bespoke Goods and of all Goods which have been manufactured, cut, finished, labelled, allocated to the Order or despatched; (b) all cancellation, restocking, storage, handling, freight and administration charges levied on the Supplier by the Manufacturer or by any carrier; and (c) all other costs, charges and losses reasonably incurred by the Supplier as a result of the cancellation, variation or postponement. No Goods may be returned without the Supplier's prior written consent. Where consent to a return is given, the Supplier shall credit the Customer with the current value of the Goods having regard to their condition and to whether they can be used for other purposes, less all costs of collection, inspection, repackaging and restocking. No order for Bespoke Goods can be cancelled.

5. Credit limit

5.1 The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

5.2 The provision of any credit facility is entirely at the Supplier's discretion. The Supplier may at any time carry out credit reference and identity searches on the Customer and its directors, and the Customer consents to the Supplier doing so and shall provide such financial and other information as the Supplier reasonably requests for that purpose.

5.3 Where the Supplier becomes aware of circumstances which in its reasonable opinion are likely materially to reduce the Customer's creditworthiness or to put payment of any outstanding sum at risk, the Supplier may by written notice withdraw or reduce any credit limit and make or continue any outstanding delivery only against payment in advance or the provision of security satisfactory to it.

6. Delivery

6.1 Where the Order so provides, the Supplier or its nominated carrier shall arrange carriage of the Goods to the Location on or around the date specified in the Order, subject always to clause 6.1A. The Supplier shall deliver the Goods on an ex works (EXW) basis in accordance with Incoterms 2020® unless otherwise agreed by the Supplier in writing.

6.1A Delivery shall take place, and shall be deemed to occur, when the Goods are placed at the Customer's disposal at the Supplier's or the Manufacturer's premises (or such other named place of collection as the Supplier notifies), whether or not the Customer collects them. Where the Order provides for the Supplier to arrange carriage to the Location, the Supplier does so as agent for the Customer and at the Customer's cost and risk, and the arrangement of carriage shall not alter the ex works basis of delivery. Any charge for carriage, freight, insurance, handling, offloading, waiting time or failed delivery shall be payable by the Customer in addition to the Price.

6.2 The Goods shall be deemed delivered in accordance with clause 6.1A. Where, however, the Order or the Supplier's quotation makes any payment milestone fall due by reference to delivery, the date of delivery for that purpose only shall be the earlier of (a) the date on which the Goods arrive at the Location, and (b) the date on which the Goods are first tendered for offloading at the Location or are otherwise made available to the Customer at the Location.

6.3 The Supplier may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.4 The Customer shall not be automatically entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied. In particular, the Customer acknowledges that the manufacturer of the Goods may over-supply or under-supply up to 10% of the Goods in the Order and that usual minor dimensional, thickness, weight, perforation, slot and finish tolerances are permissible, and the Customer agrees that such a variation or tolerance shall not constitute a defect in the Goods or entitle the Customer to reject the Goods or rescind or terminate the Contract. In the event of any over supply or short supply of the Goods of up to 10% either way, the quantity of the Goods in the Order shall be deemed to have been amended accordingly and the Order value shall be recalculated and adjusted in line with such amendment. In the event of an under-supply, where requested by the Customer the Supplier shall use all reasonable endeavours to supply such shortfall as soon as reasonably possible by way of a new Order.

6.6 Delivery of the Goods shall be accompanied by a delivery note stating:

6.6.1 the date of the Order;

6.6.2 the product numbers, type and quantity of the Goods in the instalment; and

6.6.3 any special handling instructions.

6.7 Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery dates but such dates are indicative only.

6.7A The Supplier shall have no liability for any loss, cost, damage, charge or expense arising directly or indirectly from any delay in delivery or in the availability of the Goods, howsoever caused. The Customer shall not be entitled to any liquidated or ascertained damages, delay damages, prolongation or disruption costs, abatement, deduction, contra-charge or set-off in respect of late delivery, whether under any contract between the Customer and any third party or otherwise, and shall not seek to pass any such sum down to the Supplier.

6.8 Unless the parties agree otherwise, packaging material is to be disposed of by the Customer at the Customer's expense. The Customer shall be responsible for the lawful handling, recycling and disposal of all packaging, pallets and protective materials supplied with the Goods, and for compliance with all Applicable Law relating to packaging and packaging waste in respect of them.

6.9 The Supplier shall not be liable for any delay in or failure of delivery caused by:

6.9.1 the Customer's failure to make the Location available;

6.9.2 the Customer's failure to prepare the Location as required for delivery of the Goods;

6.9.3 the Customer's failure to provide the Supplier with adequate instructions for delivery and installation or otherwise relating to the Goods;

6.9.4 Force Majeure; or

6.9.5 any delay, shortage, failure or suspension of supply on the part of the Manufacturer or any carrier, or any delay at customs or border control.

6.10 If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so, at the Supplier's standard storage rates or at cost, and risk in the Goods shall remain with the Customer throughout that period.

6.11 If 30 Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except that the Supplier shall:

6.11.1 deduct all reasonable storage charges and costs of resale; and

6.11.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods, save that in the case of Bespoke Goods the Customer shall remain liable for the full Price and the Supplier shall be under no obligation to attempt any resale or to account for any proceeds.

6.12 The Customer agrees that it shall inspect the Goods within seven (7) days of delivery and notify the Supplier in writing of any defects or other damage to the Goods which are apparent on reasonable inspection. Shortages, and loss of or damage to the Goods in transit, must in addition be noted on the carrier's delivery documentation at the time of delivery and notified to the Supplier in writing within three Business Days of delivery (or, in the case of non-delivery, within seven days of the date the Goods should have been delivered). In the event that the Customer fails to inspect and provide a notice to the Supplier the Customer shall be deemed to have accepted the Goods on an as-is basis. The Customer shall check the Goods against the Order and the Specification before cutting, machining, installing or otherwise incorporating them, and shall not cut, machine, install or incorporate any Goods which it knows or ought reasonably to suspect to be defective. Once Goods have been cut, machined, installed or incorporated they shall be deemed accepted, and no claim shall be entertained in respect of any defect which would have been apparent on reasonable inspection before that point.

6.13 From delivery until installation the Customer shall store, handle, protect and acclimatise the Goods strictly in accordance with the Manufacturer's Instructions, and in particular shall keep them flat, dry, under cover, clear of the ground, in their original packaging and away from direct sunlight, heat sources and wet areas, in stable ambient temperature and relative humidity conditions, and shall allow them to acclimatise in the installation environment for the period stated in the Manufacturer's Instructions before installation. The Goods are manufactured from timber, wood-based boards, veneers and felt and are hygroscopic; the Supplier shall have no liability for movement, warping, bowing, delamination, splitting, staining, shrinkage or expansion arising from any failure to comply with this clause 6.13.

6.14 Nothing in this clause 6 obliges the Supplier to offload the Goods, to provide plant, labour or equipment at the Location, or to attend site. The Customer shall at its own cost provide safe and adequate access, hardstanding, offloading facilities, labour and equipment, and shall be responsible for all site safety and welfare arrangements in connection with delivery.

7. Risk

7.1 Risk in the Goods shall pass to the Customer on delivery in accordance with clause 6.1A or, where the Supplier arranges carriage on the Customer's behalf, on the Goods being handed over to the first carrier, whichever occurs earlier.

7.2 From the passing of risk the Customer shall be responsible for insuring the Goods, including while in transit and while stored at or near the Location, against all risks for not less than their full replacement value. The Supplier is not obliged to arrange goods in transit or storage insurance for the Customer, and any insurance the Supplier does arrange at the Customer's request is arranged as the Customer's agent, at the Customer's cost, on the insurer's standard terms and without any warranty as to its adequacy.

8. Title

8.1 Title to the Goods shall not pass to the Customer until the Supplier has received, in full and in cleared funds, payment of all sums due to it from the Customer on any account whatsoever, whether in respect of the Goods, under the Contract, or under any other contract between the Supplier and the Customer.

8.2 Until title to the Goods has passed to the Customer, the Customer shall:

8.2.1 hold the Goods as bailee for the Supplier;

8.2.2 store the Goods separately from all other material in the Customer's possession;

8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;

8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer; (ii) against all risks; (iii) for an amount at least equal to their Price; and (iv) noting the Supplier's interest on the policy;

8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;

8.2.6 not remove or alter any mark on or packaging of the Goods;

8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in an Insolvency Event; and

8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer's normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.

8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an Insolvency Event has occurred or is likely to occur, whereupon that right shall terminate automatically and without notice.

8.4 If the Customer resells the Goods in accordance with clause 8.3, title to the Goods shall pass to the Customer immediately prior to the resale.

8.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to an Insolvency Event, the Supplier may:

8.5.1 require the Customer (at the Customer's expense) to return the Goods to the Supplier; and

8.5.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them, including premises occupied by any third party, and the Customer shall procure such rights of access as are necessary to enable the Supplier to do so. All costs of recovery, transport and storage shall be borne by the Customer.

8.6 Until title has passed, the Customer shall not pledge, charge, assign by way of security, grant any lien over, or otherwise encumber any of the Goods, and any purported pledge, charge, assignment, lien or encumbrance shall be void as against the Supplier. If the Customer does any of these things, or if any third party takes or attempts to take control of any of the Goods, all sums owed by the Customer to the Supplier shall become immediately due and payable and the Customer shall immediately notify the Supplier and inform that third party of the Supplier's ownership.

8.7 The Supplier's exercise of its rights under this clause 8 shall not of itself operate as a termination of the Contract or as an election to terminate, and shall not prejudice the Supplier's right to sue for the Price.

9. Warranty

9.1 The Supplier warrants that the Goods shall, for a period of the shorter of (a) 12 months from delivery and (b) 15 months from the date on which the Goods were despatched by the Manufacturer (the Warranty Period):

9.1.1 conform in all material respects to the Order and the Specification;

9.1.2 be free from material defects in design, material and workmanship; and

9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.1A The warranty in clause 9.1 is given to the Customer alone. It is personal to the Customer, is not assignable or transferable, and may not be relied upon or enforced by any employer, main contractor, sub-contractor, funder, purchaser, tenant, occupier, end user or other third party.

9.2 The Customer warrants that it has provided the Supplier in writing with all relevant, full and accurate information as to the Customer's business and needs, the intended application, location and environment of the Goods, and any performance requirement, standard or specification with which the Customer requires the Goods to comply.

9.3 As the Customer's sole and exclusive remedy, the Supplier shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 9.1, provided that the Customer:

9.3.1 serves a written notice on Supplier:

(a) during the Warranty Period in the case of defects discoverable by a physical inspection; or

(b) in the case of latent defects, within one month from the date on which the Customer became aware (or should reasonably have become aware) of the defect, and in any event before the expiry of the Warranty Period;

9.3.2 provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising, including photographs, the batch or delivery reference, and details of the storage, handling, acclimatisation, installation and environmental conditions to which the Goods have been subject;

9.3.3 gives the Supplier and the Manufacturer a reasonable opportunity to examine the defective Goods, including, where the Goods have been installed, access to the Location at reasonable times;

9.3.4 returns the defective Goods to the Supplier, at the Customer's cost and risk and in their original packaging where reasonably practicable, the Supplier reimbursing reasonable return carriage costs where the Goods are found not to comply with clause 9.1; and

9.3.5 does not cut, machine, install, incorporate, use, treat, coat, repair or dispose of the Goods after becoming aware, or after it ought reasonably to have become aware, of the defect.

9.3A Where the Customer makes a claim under clause 9.3 which, on examination, proves to be unjustified, the Customer shall reimburse the Supplier the reasonable costs it has incurred in investigating, inspecting, transporting and handling the Goods and in attending the Location.

9.3B For the avoidance of doubt, and notwithstanding any other provision of the Contract, the Supplier's obligation under clause 9.3 does not extend to, and the Supplier shall have no liability whatsoever for, the removal, dismantling, de-installation, disposal, reinstallation, refitting or replacement in position of any Goods, nor for any associated making good, redecoration, finishing, access, scaffolding, plant, tools, labour, site attendance, site accommodation, preliminaries, out-of-hours working, decanting, loss of use, delay, disruption, acceleration or other consequential building or fit-out works, the Supplier not having been under any obligation to install the Goods.

9.4 The provisions of these Conditions, including the warranties set out in clause 9.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods, save that the Warranty Period in respect of repaired or replaced Goods shall expire on the later of the expiry of the original Warranty Period and three months from delivery of the repaired or replaced Goods, and shall in no event extend beyond 18 months from the date of the original delivery.

9.5 The Supplier shall not be liable for any failure of the Goods to comply with clause 9.1:

9.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, abnormal storage or abnormal working conditions;

9.5.2 to the extent caused by the Customer's failure to comply with the Supplier's or the Manufacturer's instructions in relation to the Goods, including any instructions on storage, handling, acclimatisation, installation, operation or maintenance;

9.5.3 to the extent caused by the Supplier following any customisation, specification, instruction or requirement of or given by the Customer in relation to the Goods, including any measurement, take-off, setting out, drawing, sample or design provided by or on behalf of the Customer;

9.5.4 where the Customer modifies, treats, repaints, varnishes, lacquers, alters or repairs any Goods without the Supplier's prior written consent or, having received such consent, not in accordance with the Supplier's instructions;

9.5.5 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 9.1;

9.5.6 to the extent caused or contributed to by exposure to moisture, damp, condensation, water ingress, flooding, humidity outside the range stated in the Manufacturer's Instructions, extremes or rapid variation of temperature, direct sunlight or ultraviolet light;

9.5.7 where the Goods have been installed before the building or area is weathertight, dried out and at stable ambient conditions, or otherwise than by a suitably skilled and competent installer in accordance with the Manufacturer's Instructions and good building practice;

9.5.8 where the Goods have been cut, drilled, machined, trimmed, scribed, jointed or adapted, in respect of any failure attributable to that work;

9.5.9 to the extent caused or contributed to by the use of the Goods in combination with any fixing, clip, rail, adhesive, sealant, substrate, backing board, acoustic infill, insulation, coating or other product which was not supplied by the Supplier or approved by the Supplier or the Manufacturer in writing for that purpose; or

9.5.10 where the Customer has not paid for the Goods in full.

9.5A Natural variation. Certain Goods are manufactured with real wood veneers and natural or partly natural materials. Variation in colour, grain, figure, shade, texture and surface appearance between individual Goods, between production batches, between the Goods and any sample, swatch, mock-up, photograph, catalogue or visualisation, and over time as a result of light, age and use is inherent in such materials and does not constitute a defect. In particular, construction-related crosspieces, carrier boards and fastening areas can lead to colour deviations of the decorative surface; this is inherent in the production process and the materials used, especially in the case of real wood veneers such as oak, and does not constitute a defect. The Supplier does not warrant that Goods supplied under different Orders, or at different times, will match one another to any specific degree, and the Customer should order sufficient quantity for a whole project in a single Order. The installer should first sort through the Goods and either 'blend' to provide a graduated finish from light to dark, or 'mix' the Goods to give an intentionally random appearance.

9.5B Any sound absorption coefficient, weighted sound absorption coefficient (αw), noise reduction coefficient, absorber class, sound reduction index, reverberation time calculation, acoustic calculator output or other acoustic figure or model provided by or on behalf of the Supplier or the Manufacturer is derived from laboratory testing of a defined specimen under standardised conditions (including BS EN ISO 354 and BS EN ISO 11654) and relates only to the specimen, quantity, air gap and mounting configuration described in the relevant test report. Such data is indicative and is provided to assist comparison and calculation only. The Supplier gives no warranty and makes no representation that any particular acoustic performance, reverberation time, speech intelligibility, sound insulation or noise level will be achieved in situ, or that the Goods will achieve compliance with any standard, guidance, specification or performance requirement applicable to the Customer's project, including Building Bulletin 93, BS 8233 or Approved Document E of the Building Regulations 2010. It is for the Customer, and its acoustic consultant and designers, to satisfy themselves as to the suitability, quantity, distribution, positioning, air gap and mounting of the Goods for the Customer's intended use. The Supplier does not employ any acousticians and any advice or recommendation made by the Supplier relating to product selection or performance is on a non-reliance basis only. If the Customer is in any doubt it should consult a qualified acoustician.

9.5C Fire and regulatory performance. Any reaction to fire classification, fire rating, emissions rating, formaldehyde class, environmental rating or other regulatory or performance data relating to the Goods is that stated in the Manufacturer's current declaration of performance, test certificate or technical data sheet for the relevant product, finish, backing and mounting configuration, and applies only to Goods supplied and installed in that configuration. The Supplier gives no warranty that the Goods are suitable for, or that their specification or use complies with, the requirements applicable to the Customer's building, use class, occupancy or application, including the Building Regulations 2010 and Approved Document B. It is for the Customer to satisfy itself, and to procure that its designers, principal designer and building control body are satisfied, that the Goods as specified are appropriate. Any cutting, perforating, painting, staining, coating, sealing, varnishing, lacquering or other treatment of the Goods after despatch by the Manufacturer, and any installation otherwise than in the tested configuration, may invalidate the stated classification, and the Supplier shall have no liability in that event. Further, should the Customer request Bespoke Goods which mean depart from any fire classification certificate it is for itself and its advisers to check whether the relevant Building Regulations 2010 and Approved Document B re met. The Supplier does not advise upon fire ratings and any suggestions or comments given by the Supplier are on a non-reliance basis and should be independently checked and confirmed by the Customer prior to ordering with an appropriate qualified consultant.

9.5D The Customer shall: (a) retain, and pass on to any person to whom it supplies the Goods and, so far as it is able, to the end user, all declarations of performance, technical data sheets, and installation, storage, handling, maintenance and safety information supplied with the Goods, all of which are available on the Suppliers website and from where the Customer should download prior to placing an order; (b) keep records sufficient to identify each person to whom it has supplied any of the Goods, and the delivery or batch to which those Goods relate, for not less than ten years from delivery, and produce those records to the Supplier on request; and (c) provide all reasonable assistance to the Supplier, the Manufacturer and any market surveillance, trading standards or other enforcement authority in connection with any enquiry, investigation, corrective action, withdrawal or recall relating to the Goods. The Customer shall not initiate any recall, withdrawal or public communication concerning the Goods without the Supplier's prior written consent, except where required by Applicable Law, in which case it shall notify the Supplier immediately.

9.6 Except as set out in this clause 9:

9.6.1 the Supplier gives no warranties and makes no representations in relation to the Goods, including as to the fitness of the Goods for any particular purpose; and

9.6.2 shall have no liability for their failure to comply with the warranty in clause 9.1

and all other terms, warranties and conditions, whether express or implied by statute, common law, custom, course of dealing or otherwise (including the terms implied by sections 13, 14(3) and 15 of the Sale of Goods Act 1979), are excluded from the Contract to the fullest extent permitted by law. For the avoidance of doubt, the express warranty in clause 9.1.3 as to satisfactory quality is given in substitution for, and not in addition to, the term implied by section 14(2) of the Sale of Goods Act 1979.

9.6A The parties acknowledge and agree that: (a) the express warranties and the remedy in clauses 9.1 to 9.4 are given in substitution for the terms excluded by clause 9.6 and provide the Customer with a real and substantial remedy; (b) the Customer has had the opportunity to consider these Conditions, to negotiate them and to obtain goods of a similar description from alternative suppliers on different terms; (c) the Customer is better placed than the Supplier to assess the suitability of the Goods for its project and to insure against loss arising from their use; and (d) having regard to the Price, to the allocation of risk in the Contract and to the availability of insurance to the Customer, clauses 9 and 12 are fair and reasonable in accordance with section 11 of, and Schedule 2 to, the Unfair Contract Terms Act 1977.

9.7 Any samples, drawings or advertising material produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures, and any mock-up, visualisation, rendering, acoustic calculation or acoustic calculator output, are produced for the sole purpose of giving an approximate idea of the products referred to in them. They shall not form part of the Contract nor have any contractual force. Any recommendation or suggestion relating to the use of the Goods made by the Supplier, either in its technical literature or in response to any specific enquiry by the Customer, is given by the Supplier in good faith and on the basis of information published by the Manufacturer, but it is for the Customer to satisfy itself of the suitability of the Goods for its own purpose.

9.8 The Supplier shall not be required to enter into, and shall be under no obligation to procure that the Manufacturer enters into, any collateral warranty, third party rights schedule, duty of care deed, novation, performance bond, parent company guarantee, retention or retention bond arrangement, escrow, extended or project-specific warranty, or any similar instrument, in favour of the Customer or of any employer, developer, funder, purchaser, tenant, occupier or other third party, unless expressly agreed in writing and signed by a director of the Supplier. Any such instrument entered into by the Supplier shall be subject to the limitations and exclusions in clauses 9 and 12.

10. Anti-bribery

10.1 For the purposes of this clause 10 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

10.2.1 all of its personnel;

10.2.2 all others associated with it; and

10.2.3 all of its subcontractors;

involved in performing the Contract so comply.

10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

10.4. The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 10.

10.5 Any breach of this clause 10 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 16.1.1.

10.6 The Customer shall comply with all applicable trade sanctions, export control, customs and anti-money laundering laws, including those of the United Kingdom and the European Union. The Customer shall not, directly or indirectly, sell, supply, export, re-export, transfer or make available any of the Goods to or for the benefit of any person, entity, vessel or destination that is the target of any such measure, nor for any prohibited end use, and shall not do anything which would cause the Supplier or the Manufacturer to be in breach of any such measure. The Customer shall indemnify the Supplier against all losses, damages, liability, fines, penalties, costs (including legal fees) and expenses arising from any breach of this clause 10.6.

11. Indemnity and insurance

11.1. The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer's breach of any of its obligations under the Contract, and from and against any claim made against the Supplier by any third party (including any customer, employer, occupier or end user of the Customer) arising out of or in connection with the Customer's storage, handling, cutting, installation, use, application, marketing, description or onward supply of the Goods, or any statement, representation, warranty or guarantee given by the Customer in respect of the Goods which the Supplier has not given in writing.

11.2. The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or such other country by agreement in writing with the Supplier to cover its obligations under the Contract, including public liability and products liability insurance of not less than £5,000,000 for each and every claim (and in the aggregate in respect of products liability), and shall maintain that cover for not less than six years after the last delivery of Goods. On request, the Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.

11.3 The Customer shall notify the Supplier in writing within five Business Days of becoming aware of any claim, complaint, allegation, injury, damage or enforcement action relating to the Goods, shall make no admission of liability and shall not settle, compromise or make any public statement in respect of it without the Supplier's prior written consent, and shall give the Supplier and the Manufacturer all reasonable assistance and access in connection with it.

12. Limitation of liability

12.1 The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.

12.2 Subject to clauses 12.5 and 12.6, the Supplier's total liability (i) in respect of each Order shall not exceed the amount actually received by the Supplier in respect of that Order; (ii) in respect of a complete failure by the Supplier to deliver the Goods, the lower of (a) 12.2(i) or (b) the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods; or (iii) for all claims which do not relate to a single specific Order (including any breaches of these Conditions and under any indemnity set out herein) shall not exceed the sum equal to 100% of the payments received by the Supplier in the 12 months preceding the relevant breach or, where that sum is zero, £1,000.

12.2A Subject to clauses 12.5 and 12.6, and notwithstanding clause 12.2, the Supplier's aggregate liability for all claims arising under or in connection with all Contracts between the parties in any period of 12 months shall not in any event exceed the greater of (a) the total sums actually received by the Supplier from the Customer under all such Contracts in that 12 month period and (b) £1,000.

12.3 Subject to clauses 12.5 and 12.6, the Supplier shall not be liable for consequential, indirect or special losses.

12.4 Subject to clauses 12.5 and 12.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

12.4.1 loss of profit;

12.4.2 loss of revenue;

12.4.3 loss or corruption of data;

12.4.4 loss or corruption of software or systems;

12.4.5 loss or damage to equipment;

12.4.6 loss of use;

12.4.7 loss of production;

12.4.8 loss of contract;

12.4.9 loss of commercial opportunity;

12.4.10 loss of savings, discount or rebate (whether actual or anticipated);

12.4.11 harm to reputation or loss of goodwill;

12.4.12 wasted expenditure;

12.4.13 liquidated or ascertained damages, delay damages, prolongation, acceleration or disruption costs payable or suffered by the Customer under any other contract; and/or

12.4.14 the cost of removing, dismantling, reinstalling, replacing in position or making good any Goods or any part of the Customer's works, and any associated access, scaffolding, plant, labour, preliminaries or decanting costs.

12.5. The limitations of liability set out in clauses 12.2 to 12.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

12.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

12.6.1 death or personal injury caused by negligence;

12.6.2 fraud or fraudulent misrepresentation;

12.6.3 any other losses which cannot be excluded or limited by Applicable Law, including liability under section 12 of the Sale of Goods Act 1979, under Part I of the Consumer Protection Act 1987, and under sections 148 to 151 of the Building Safety Act 2022;

12.6.4 any losses caused by wilful misconduct.

12.7 Subject to clause 12.6, the Supplier shall have no liability in respect of any claim under or in connection with the Contract unless (a) the Customer gives the Supplier written notice of the claim, with reasonable particulars of its nature and, so far as then known, the amount claimed, within 18 months of the date of delivery of the Goods to which the claim relates, and (b) where the claim is not then settled, the Customer issues and validly serves proceedings in respect of it within 12 months of the date of that notice.

12.8 Subject to clause 12.6, the Supplier shall have no liability for any loss or damage to the extent arising from or contributed to by the Customer's or any third party's design, specification, measurement, setting out, storage, handling, cutting, installation, workmanship, maintenance or use of the Goods, or from the act or omission of any installer or contractor not engaged by the Supplier.

13. Confidentiality and announcements

13.1. The Customer shall keep confidential all Confidential Information of the Supplier (and in particular, pricing information) or which has been provided by the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

13.1.1 any information which was in the public domain at the date of the Contract;

13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

13.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

13.2 This clause 13 shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.

13.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

13.4 No reverse engineering. The Customer shall not, and shall procure that its personnel, contractors and customers shall not, reverse engineer, deconstruct, decompile, dismantle, section, analyse or test any of the Goods or any sample of them for the purpose of obtaining or deriving any trade secret, know-how, formulation, construction detail or manufacturing process of the Supplier or the Manufacturer, or for the purpose of developing, sourcing, specifying or manufacturing any competing or substitute product.

14. Intellectual Property

14.1 All of the Intellectual Property in or relating to the Goods or the Supplier is, and shall remain, the absolute and unencumbered property of the Supplier (or the Supplier's licensors, including the Manufacturer, as applicable) wholly and exclusively.

14.2 Without prejudice to clause 14.3 below, the Customer shall not use any of the Supplier's Intellectual Property for marketing or promoting its own business or other advertising purposes, unless the Supplier has given its clear written consent to do so.

14.3 Notwithstanding clause 14.2, the Supplier hereby grants the Customer a limited, non-exclusive, personal, unassignable licence (with no rights to sublicence) to use any Intellectual Property provided to it by the Supplier within the Territory for the sole purposes of promoting, marketing, advertising and reselling the Goods on its own account for the earlier of (i) a period of 12 months from the date of the last Contract between the Supplier and the Customer; (ii) such time as the Supplier terminates any Contract between it and the Customer pursuant to clause 16.1 or 16.2 below; or (iii) the date on which the Supplier's own right to use that Intellectual Property expires or is terminated. The Customer agrees that it shall comply with all instructions of the Supplier in respect of the Customer's use of such Intellectual Property. The licence granted by this clause 14.3 is a sub-licence of rights licensed to the Supplier by the Manufacturer, is granted subject to the terms of that head licence, and shall terminate automatically and immediately, without notice and without liability on the part of the Supplier, on the expiry or termination of the Supplier's own licence.

14.4 The Customer shall not: (a) apply for, register or use, or assist any person to apply for, register or use, any of the Supplier's or the Manufacturer's trade marks or names, or anything confusingly similar to them, as or as part of any company name, trading name, business name, domain name, social media handle, trade mark or metatag; (b) alter, obscure, remove, deface or tamper with any trade mark, name, label, marking, batch code, declaration of performance, product marking or other identification applied to the Goods, their packaging or their documentation; (c) repackage, rebrand, relabel or offer any of the Goods for sale under any name or mark other than that applied by the Manufacturer, or hold itself out as the manufacturer or as an authorised or exclusive distributor of the Goods; or (d) present or use any of the Supplier's or the Manufacturer's Intellectual Property otherwise than in direct connection with Goods actually supplied by the Supplier.

14.5 The Goods are supplied for resale, installation and use within the Territory. The Customer shall not actively market, advertise, promote, solicit orders for, or target customers for the Goods outside the Territory, and shall not establish any warehouse, outlet or distribution facility for the Goods outside the Territory, in each case without the Supplier's prior written consent. Nothing in this clause 14.5 prevents the Customer from fulfilling unsolicited orders received from customers outside the Territory.

14.6 The Supplier shall have no liability in respect of any claim that the Goods, or their use, infringe the Intellectual Property of any third party to the extent that the claim arises from (a) any Bespoke Goods manufactured to the Customer's drawings, designs, models, samples, specification or instructions, (b) any modification, adaptation, treatment or finishing of the Goods after despatch, or (c) the use of the Goods in combination with any other product, material or system not supplied by the Supplier; and the Customer shall indemnify the Supplier against all losses, damages, liability, costs (including legal fees) and expenses arising from any such claim. The Customer shall notify the Supplier promptly in writing of any such claim, shall make no admission in relation to it, and shall give the Supplier sole conduct of its defence and settlement together with all reasonable assistance.

15. Force majeure

15.1 Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, either party may terminate the Contract by written notice to the other party.

15.2 Without limiting clause 15.1, on the occurrence of a Force Majeure event the Supplier may, at its option and without liability, suspend performance for the duration of the event plus a reasonable period to resume normal operations, extend any delivery period accordingly, allocate the Goods and any available stock and manufacturing capacity between its customers on such basis as it considers fair and reasonable, and source equivalent goods from an alternative supplier.

15.3 On termination under clause 15.1 the Customer shall pay the Supplier for all Goods already delivered, for all Bespoke Goods and for all Goods which have been manufactured, cut, finished, allocated to the Order or despatched, and shall reimburse the Supplier all committed costs, cancellation charges and irrecoverable expenditure incurred in respect of the terminated Order; and the Supplier may retain and apply any Deposit against those sums.

16. Termination

16.1 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

16.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;

16.1.2 the Customer commits a material breach of the Contract which is not remedied within 15 Business Days of receiving written notice of such breach;

16.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 10 Business Days after the date that the Supplier has given notification to the Customer that the payment is overdue;

16.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled; or

16.1.5 the Supplier terminates any other Contract that it has with the Customer pursuant to 16.1.1 to 16.1.4 above.

16.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

16.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

16.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

16.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

16.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

16.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

16.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

16.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

16.2.8 has a resolution passed for its winding up;

16.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

16.2.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

16.2.11 has a freezing order made against it;

16.2.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

16.2.13 is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.12 in any jurisdiction; or

16.2.14 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.2.1 to 16.2.13 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

16.3 The Supplier may terminate the Contract any time by giving not less than four weeks' notice in writing to the Customer if the Customer undergoes a change of Control and such change of control would place the Customer under the Control of a competitor of the Supplier or the Manufacturer.

16.4 The right of the Supplier to terminate the Contract pursuant to clause 16.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) of the Customer where the amalgamated, reconstructed or merged entity agrees to adhere to the Contract.

16.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.

16.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

16.7 The Supplier may, as an alternative or in addition to terminating, suspend performance of the Contract and of any other contract with the Customer, and withhold delivery of any Goods, on the occurrence of any event set out in clauses 16.1 or 16.2, without liability to the Customer.

16.8 On termination of the Contract for any reason: (a) all sums invoiced or invoiceable by the Supplier to the Customer under the Contract and under every other contract between the parties shall become immediately due and payable, whether or not otherwise then due; (b) the licence granted by clause 14.3 shall terminate immediately and the Customer shall cease all use of the Supplier's and the Manufacturer's Intellectual Property; (c) the Supplier may cancel or suspend any Order not yet delivered without liability; and (d) the Customer shall, at its own cost, immediately return to the Supplier all Goods in which title has not passed, failing which the Supplier may exercise its rights under clause 8.5.

16.9 Clauses 1, 4 (in respect of sums accrued), 8, 9, 10, 11, 12, 13, 14 (other than the licence in clause 14.3), 16.6 to 16.9, and 17 to 35 shall survive termination or expiry of the Contract.

17. Notices

17.1 Any notice given by a party under these Conditions shall:

17.1.1 be in writing and in English;

17.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

17.1.3 be sent to the relevant party at the address set out in the Contract.

17.2. Notices may be given, and are deemed received:

17.2.1 by hand: on receipt of a signature at the time of delivery;

17.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; and

17.2.3 by email sent to the email address notified by the recipient for that purpose: at the time of sending if sent on a Business Day before 5.00 pm, and otherwise at 9.00 am on the next Business Day, provided that the sender does not receive an automated message indicating that the email has not been delivered. A read receipt or acknowledgement of receipt is not required.

17.3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:

17.3.1 on the date specified in the notice as being the date of such change; or

17.3.2 if no date is so specified, ten Business Days after the notice is deemed to be received.

17.4 This clause 17 does not apply to notices given in legal proceedings or arbitration.

17.5 Notices to the Supplier shall be sent to hello@akustik-plus.co.uk marked for the attention of the Directors and, in the case of any notice of termination, breach, claim or dispute, shall in addition be sent by post to the Supplier's registered office at Studio 209, The Record Hall, 16-16A Baldwins Gardens, London EC1N 7RJ.

18. Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

19. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer's obligations only.

20. Further assurance

The Customer shall at the request of the Supplier, and at the Customer's own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21. Entire agreement

21.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

21.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

21.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

22. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

23. Assignment

23.1. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier's prior written consent, such consent not to be unreasonably withheld or delayed.

23.2 Notwithstanding clause 23.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer's rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

23.3 The Supplier may at any time assign, novate, charge, declare a trust over, subcontract or deal in any other manner with any or all of its rights and obligations under the Contract, and may perform any of its obligations through any Affiliate or subcontractor, in each case without the Customer's consent.

24. Set-off

24.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.

24.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

25. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf. The Customer shall not describe itself as an agent, representative, distributor or partner of the Supplier or of the Manufacturer, and shall not give any promise, guarantee, warranty or representation about the Goods beyond those contained in promotional and technical material supplied or approved in writing by the Supplier.

26. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

27. Severance

27.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

27.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28. Waiver

28.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

28.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

29. Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

30. Order of precedence

30.1 Subject to clause 30.2, if there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

30.2 Clause 30.1 does not apply to the Price, payment terms and payment milestones, quantities, the Specification, delivery dates and delivery basis, or any other commercial term expressly agreed in writing between the parties. In relation to those matters the following order of precedence applies, the earlier prevailing over the later to the extent of any conflict: (a) any project-specific notes in the Supplier's quotation for the relevant Order; (b) the general notes in that quotation; (c) the Order; and (d) these Conditions.

31. Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

32. Third party rights

32.1 Except as expressly provided for in clause 32.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

32.2 Any Affiliate of the Supplier and the Manufacturer shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate or of the Manufacturer is not required in order to rescind or vary the Contract or any provision of it.

33. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

35. Data protection

35.1 Each party shall comply with the UK GDPR and the Data Protection Act 2018 in respect of any personal data processed in connection with the Contract. The parties process the limited business contact details exchanged for the purpose of performing the Contract as independent controllers, and neither party is a processor for the other. The Supplier processes such data in accordance with its privacy notice published on its website.

Version history:

v1: 1 June 2026 to 15 August 2026

v2: 11 August 2026 onwards

Copies of historic versions are available on request, email hello(at)akustik-plus.co.uk