1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms:

“Associated Company” means any company over which Our or Your directors or shareholders have control. “Control” shall be defined in accordance with section 995 of the Income and Tax Act 2007;

“Authorised Officer” means a person authorised by Us ;

“Contract” means the contract between you and us for the supply of Goods and/or Services in accordance with these Terms;

“Data Protection Legislation” means all applicable data protection and privacy legislation, regulations, guidance and codes of practice, including (i) the Data Protection Act 2018; (ii) UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (iv) any guidance or codes of practice issued by the Information Commissioner from time to time (all as amended, updated or re-enacted from time to time);

“Goods” means (as appropriate) the goods to be supplied by Us, as set out in the Order, pursuant to a Contract;

“Group” in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company and any Associated Company;

“Group Company” in relation to a company, any member of its Group;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Order” means your order for the supply of Goods and/or Services, as set out in Your purchase order form, or Your written acceptance of Our quotation, or overleaf, as the case may be;

“Services” means any work and/or services to be performed by Us as set out in the Order, pursuant to a Contract;

“Supplies” means any third party products or goods supplied by or on behalf of you in respect of which Services are to be performed by us;

“Terms” means these terms and conditions of sale and any special terms agreed in writing between an Authorised Officer and You;

“We”, “Us” and “Our” means the Ibstock PLC Group Company specified in the Order for the sale of Goods and/or Services to You;

“Working Day” means Monday to Friday except for any day that is a statutory bank holiday in England;

“You” the person who purchases Goods and/or Services from us, as specified in the Order and “Your” shall be interpreted accordingly;

1.2 THESE TERMS DO NOT APPLY IF YOU ARE A CONSUMER i.e. ANY NATURAL PERSON ACTING FOR PURPOSES OUTSIDE THEIR TRADE, BUSINESS OR PROFESSION.

1.3 HEALTH AND SAFETY INFORMATION ABOUT THE USE OF THE GOODS IS AVAILABLE UPON REQUEST AND IT IS YOUR RESPONSIBILITY TO BRING THIS TO THE ATTENTION OF THE USER OF THE GOODS.

1.4 These Terms shall be interpreted according to the following provisions:
1.4.1 a person includes a natural person, corporate or unincorporated body;
1.4.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.4.3 a reference to holding company or a subsidiary means a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee;
1.4.4 any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms;
1.4.5 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.4.6 A reference to writing or written includes email.

2. THE CONTRACT
2.1 The Order constitutes an offer by You to purchase Goods and/or Services in accordance with these Terms.

2.2 The Order shall only be deemed to be accepted when (i) We issue written acceptance of the Order, (ii) We carry out any act which is consistent with performing the Services or (iii) We dispatch the Goods, whichever is earlier, and at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 All Orders accepted by Us in accordance with condition 2.2, may not be altered except with the written agreement of an Authorised Officer. The Order and these Terms shall constitute the entire agreement between the parties, and You shall not be entitled to rely on (i) any statement, promise or representation as to the condition of the Goods, their fitness for purpose, their physical characteristics or otherwise made or given by or on Our behalf which is not set out in the Contract, (ii) any term implied by law, trade custom, practice or course of dealing or (iii) any samples, descriptions and/or information, whether of a technical nature or not, relating to the Goods including without limit quantities, measurements, dimensions, weights, specifications, designs, colour, drawings or descriptive matter issued or published by Us whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purposes of giving an approximate idea of the Goods.

2.4 Any quotation given by Us does not constitute an offer and shall lapse on expiry of the stated period or, if none, 30 Working Days from the date of the quotation. We reserve the right to withdraw or revise a quotation at any time before accepting an Order.

2.5 Any estimates given by Us of quantities required for a job are intended as guidelines only and You shall not rely on such estimates. You are solely responsible for ascertaining the proper quantities.

2.6 Where Goods are offered to You ex-stock, Our ability to supply to You is subject to such Goods being in stock at the time We accept an Order.

2.7 You shall be responsible for ensuring the accuracy and completeness of all Orders including quantities, delivery dates, applicable design, drawing, dimensions, measurements, weights or specifications.

2.8 We reserve the right at any time to correct any clerical, typographical or other similar errors in any tender, invoice, quotation, Order acknowledgement or statement or other document issued by Us from time to time.

2.9 Any request by You to extend, delay or cancel a Contract is subject to an Authorised Officer’s prior written consent. Notwithstanding the foregoing, You shall have no right to cancel a contract for bespoke, custom or made to order Goods. If an Authorised Officer consents in writing to the cancellation of a Contract, you agree to indemnify us for all reasonable and direct costs, expenses, labour, time and materials spent or incurred by Us up to the date of cancellation.

2.10 Where We create Goods or provide Services which are not to a standard design of Ours at Your request whether or not to a specification, drawing, design, measurement or calculation provided by You, We shall seek Your approval of the final design before we accept the Order. Once the Order is accepted, You shall thereafter be responsible for and shall promptly reimburse Us for any additional costs We incur as a result of the implementation of any variations to such specification, drawing, design, measurement or calculation for any reason, as the case may be.

2.11 You will be fully liable for any instructions, specification or information provided to Us and You shall ensure that such information, specification or instruction:
2.11.1 will not cause Us to produce Goods that are not fit for the purpose for which You intend to use them; and
2.11.2 is complete and accurate and does not contain any errors.

3. GOODS
3.1 If You require advice in relation to the Goods a specific request for advice should be made and any advice made or confirmed in writing by an Authorised Officer, which expressly states that it is provided as advice to You, in response to such a request shall amount to a representation provided that it was reasonable in the circumstances for You to have relied upon it to Your detriment and/or is fraudulent or it is contained in a product warranty or an industry standard or specification for the products.

3.2 We reserve the right to amend the design, finish or specification of Goods and/or their packaging if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods.

4. SERVICES
4.1 We shall supply the Services in material accordance with the specification set out in the Order.

4.2 We reserve the right to amend the specification for the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.

4.3 With respect to any Services performed in connection with the Supplies and/or Goods which are free issue bricks (in respect of which We are providing a brick cutting service) We will specify in the Order any wastage that is expected and/or any customer obligations in connection with performance of the Services for example, the date the Supplies must be delivered to Us, any access we require to a site or your obligations to sign off on a design or specification. We will not be liable for any delay or failure to perform the Services if You fail to fulfil any such specified customer obligations.

4.4 With respect to any Services including the provision of brick or brick slip cutting processes, We estimate 15% wastage will be incurred as standard and any variation to the wastage expected will be set out in the Order. We reserve the right to charge You if the wastage exceeds a threshold as determined by Us for the removal of such wastage. The specific threshold and associated charges will be outlined in the Order. You will be notified in writing of any such charges, and these will be invoiced to You accordingly.

5. YOUR OBLIGATIONS
5.1 You shall:
5.1.1 co-operate with Us in all matters relating to the Services;
5.1.2 provide Us with such information and materials, including any Supplies, as We may reasonably require in order to supply the Services, in a timely manner, and ensure that such information is complete and accurate in all material respects;
5.1.3 provide Us with access to Your premises or site as necessary for the performance of the Services. This access shall be granted at mutually agreed times and shall include any areas required for the completion of the Services. You shall ensure that the premises or site are safe and comply with all relevant health and safety regulations. Any delays or additional costs incurred due to lack of access or unsafe conditions will be Your responsibility; and
5.1.4 comply with any additional obligations as set out in the Order.

5.2 If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default):
5.2.1 without limiting or affecting any other right or remedy available to Us, We shall have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of any of Our obligations in each case to the extent Your Default prevents or delays Our performance of any of Our obligations;

5.2.2 We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this condition 5.2; and
5.2.3 You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from Your Default.

6. PRICE
6.1 Subject to condition 6.2, the price for the Goods and/or Services shall be the price set out in the Order or (if none are specified) the price set out in Our published rates, (as updated from time to time) or the rates notified to You in writing and shall be exclusive of VAT which shall be invoiced to You at the prevailing rate.

6.2 Our quotations and prices are based on costs prevailing at the time when they are given or agreed. We shall be entitled to increase the price of the Goods or Services, by giving written notice to You at least five (5) Working Days before delivery or before we commence performance, to reflect any increase in the cost of supply of the Goods or Services due to: (i) any new or increases in taxes or duties; (ii) any costs and expenses incurred by Us resulting from Your failure to comply with any of Your obligations under these Terms; (iii) or any change or insufficiency in Your instructions to Us.

7. PAYMENT
7.1 Unless We have agreed in writing to grant You credit terms, we will invoice you for the Goods once they are ready for dispatch and for Services on the date we accept your Order. If credit terms have been agreed We shall invoice You (i) in accordance with the credit terms agreed and (ii) for all Goods on dispatch, or on delivery if otherwise agreed, and for all Services on performance. All accounts are due for payment without deduction or retention in accordance with the terms in the Order or if no terms stated in the Order on the last day of the month following the date of the invoice.

7.2 Time for payment shall be of the essence of the Contract and We reserve the right to suspend the provision of the Goods or the Services to You where any amounts are overdue under any Contract until all such amounts have been paid in full, cleared funds.

7.3 Any credit terms granted by Us may be reviewed at any time at Our discretion. We reserve the right with immediate effect, and without prior notice to You, to refuse to execute any order or Contract if the arrangements for payment by You or Your credit rating are not satisfactory to Us or Our insurers.

7.4 You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim which You may allege to have for any reason.

7.5 If You fail to pay any amount due to Us under any Contract on the due date, We may, at our discretion:
7.5.1 Pursue you for the entire amount due under such Contract; and/or
7.5.2 add interest to such amount at the rate of eight percent (8%) over the base rate for the time being of Lloyds Bank plc for the period from and including the due date until payment of the overdue sum (whether before or after judgment); and/or
7.5.3 require the immediate return of all Goods agreed to be sold to You, title to which has not passed in accordance with condition 10 below and You agree to reimburse Us in full and on demand in respect of all Our costs and expenses in recovering such Goods.

7.6 If, in Our view, Your creditworthiness deteriorates before delivery of the Goods or performance of the Services, We may require payment in full or in part of the price prior to delivery of the Goods or performance of the Services, or the provision of security for payment by You in such form as is acceptable to Us.

7.7 We reserve the right at any time to offset any amount owing to Us from You against any amount owed to You by Us under any Contract with Us.

7.8 Notwithstanding any attempt at appropriation by You to the contrary, all payments made by You to Us shall be appropriated first to Goods which have been resold by You and then to Goods which remain in Your possession or control.

7.9 We have a general lien on all Your property including Supplies in Our possession (notwithstanding You may have paid in full) in satisfaction of any amount owed by You to Us under any Contract and may deal with it as We see fit.

8. DELIVERY
For the purposes of this condition 8, any reference to “Supplies” shall mean Supplies in respect of which the Services have been performed.

8.1 Unless otherwise agreed by Us and set out in the Order, delivery of the Goods and/or Supplies shall be ex-works. If Goods and/or Supplies are collected, delivery shall be completed when loading is complete at Our premises or at such other location as may be advised by Us before delivery. If We deliver the Goods and/or Supplies, delivery shall be completed on arrival at the delivery address which shall be the location set out in the Order or such other location as agreed in writing. A responsible representative for You must be available to accept delivery of the Goods and/or Supplies and sign Our delivery notes.

8.2 Delivery dates are estimates only. When We indicate an anticipated delivery or performance date before an Order is placed it is based on the workload and availability of materials (including Supplies or free issue bricks), labour and equipment at that particular time. We will use reasonable endeavours to deliver Goods and/or Supplies and perform Services upon the times and dates given, but time shall not be of the essence of the Contract and We will neither be liable to You or any third party for any losses or additional costs incurred by You which results from any delay in delivery of Goods and/or Supplies, or in performance of Services, nor will We accept a cancellation of an Order as a result of late delivery or late performance once work on Your Order has commenced.

8.3 We reserve the right to make delivery of Goods and/or Supplies by instalments and tender a separate invoice payable in accordance with condition 6 in respect of each instalment. Any claim which You may have in respect of one instalment shall not affect Your liability in respect of any other instalment. Any default or breach by Us in respect of any instalment shall not entitle You to cancel any other instalment or to treat the Contract as a whole to have been repudiated.

8.4 We shall deliver the Goods and/or Supplies as near as possible to the delivery address as a safe hard road permits. We reserve the right to refuse to deliver the Goods and/or Supplies to sites considered at the discretion of the haulier to be unsuitable, in which You will be responsible for collecting the Goods and/or Supplies. If You require Our delivery vehicle to leave the road, You will be responsible for any damage to the vehicle, the property over which the vehicle moves or any other claims resulting from the vehicle leaving the road. You will be responsible for any damage to property or injury to persons during unloading.

8.5 If as part of the Contract with You, We agree to blend Goods in a pack or packs to meet Your specific requirements, and You fail to accept or take delivery of such blended Goods, then We shall invoice You for a blending charge for all such additional work undertaken by Us including unblending and such invoice shall be payable in accordance with condition 7.

8.6 Where the Goods and/or Supplies are to be collected from Our premises You must collect such Goods and/or Supplies within twenty (20) Working Days of being notified of their availability for collection or any other timeframe as agreed and set out in Your Order.

8.7 If You fail to (i) take or make arrangements to accept delivery of the Goods and/or Supplies; or (ii) if We are unable to deliver because of inadequate access, conditions or instructions; or (iii) You fail to collect the Goods and/or Supplies within the time period specified in condition 8.6:
8.7.1 delivery shall be deemed to have been completed on the day in which we attempted to deliver the Goods and/or Supplies or said they were available for collection;
8.7.2 We will store the Goods and/or Supplies until actual delivery takes place, and You will indemnify Us for all related costs and expenses (including storage, additional transportation, insurance, and cost of labour). We shall invoice You for any such costs incurred);
8.7.3 We shall invoice You for the Goods and/or Services (to the extent that we have not already invoiced You) and such invoice shall be payable in accordance with condition 7; and
8.7.4 if You do not then collect the Goods and/or Supplies within twenty (20) Working Days from the day on which We notified You that the Goods and/or Supplies are ready for delivery, We may, in our sole discretion, resell the Goods and/or Supplies to another customer or destroy or dispose of the Goods and/or Supplies in any way whatsoever and We shall invoice You for the costs of any destruction or disposal.

8.8 Unless otherwise agreed, You are responsible for unloading the Goods and/or Supplies at your expense, risk and labour. You shall ensure the Goods and/or Supplies are unloaded expeditiously and that unloading commences as soon as the Goods and/or Supplies arrive at or near the delivery site. We may charge you £100 per hour (which shall be uplifted on an annual basis in accordance with CPI) for time spent waiting at the delivery site caused by a breach of this clause 8.8.

8.9 You must unload and handle the Goods and/or Supplies in accordance with any manufacturer instructions, Our instructions and good industry practice by a skilled practitioner who is experienced and skilled in handling the relevant type of Goods and/or Supplies. We shall not be liable for any loss or damage as a result of any breach of this condition 8.9. If We are required to assist or provide unloading facilities or equipment an extra charge may be made.

8.10 We reserve the right to make extra charges if the Goods are delivered on pallets.

8.11 You shall be responsible for notifying Us in advance of all relevant laws, regulations, site rules and other information necessary for Us to make the delivery and shall ensure that the place of delivery is adequate and appropriate for such delivery. If You fail to notify Us in accordance with this condition 8.11 You will indemnify Us and keep us indemnified in respect of all claims, losses, damages, costs and expenses We incur as a result of such failure.

8.12 You will indemnify Us in respect of all claims, losses, damages, costs and expenses incurred as a result of loading, unloading or delivery of Goods and/or Supplies in accordance with Your instructions. This indemnity will be reduced in proportion to the extent that such claims, losses, damages, costs and expenses are due to Our negligence.

9. INSPECTION
For the purposes of this condition 9, any reference to “Supplies” shall mean Supplies in respect of which the Services have been performed.

9.1 You shall inspect the Goods and/or Supplies at the place and time of loading (if collected by You) or unloading (if delivered by Us) but nothing in these Terms shall require You to break packaging and/or unpack Goods or Supplies which are intended to be stored before use (such inspection hereinafter referred to as Reasonable Inspection).

9.2 Unless You advise Us immediately on collection or by endorsing Our copy of the delivery notes on delivery and written notice is received by Us within three (3) Working Days of loading or unloading (as appropriate) of any claim apparent on Reasonable Inspection for loss or damage in transit, short delivery or failure to conform to the Contract, the Goods or Supplies will be deemed to have been delivered in accordance with the Contract and You shall not be entitled to reject the Goods or Supplies.

9.3 Our liability for loss or damage in transit or short delivery in respect of any Order apparent on Reasonable Inspection is, subject to notification by You to Us in accordance with the provisions of condition 9.2. You remain liable to pay the full invoice price of all Goods or Supplies delivered in accordance with the Contract. Any claim for damages is subject to condition 12.

10. TITLE AND RISK
10.1 Risk in the Goods shall pass to You on completion of delivery which shall take place in accordance with condition 8.1 or condition 8.7 (as applicable).

10.2 The title to Goods supplied by Us (whether separate and identifiable or incorporated in or mixed with other Goods) shall remain with Us until You have paid the agreed full price of the Goods (together with any accrued interest at the rate specified in condition 7.7.2) and paid any other sums outstanding between You and Us whether in respect of this Contract or any other agreement with Us.

10.3 Until title passes:
10.3.1 You shall hold the Goods as Our fiduciary agent and bailee;
10.3.2 the Goods shall be stored separately from any other Goods and shall remain readily identifiable as Ours and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods;
10.3.3 You shall store the Goods in reasonable and appropriate conditions so as to maintain the quality of the Goods and You shall insure the Goods for their full value with a reputable insurer;
10.3.4 You shall hold the proceeds of any claim on such insurance policy on trust for Us and shall immediately account to Us with the proceeds;
10.3.5 You will notify Your customer that We remain the legal owners of the Goods until title passes in accordance with condition 10.2 and We reserve the right to label the Goods accordingly;
10.3.5 We agree that You may use or agree to sell the Goods as principal and not as Our agents in the ordinary course of Your business subject to the entire proceeds of any sale or insurance proceeds received in respect of the Goods being held in trust for Us and not mixed with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as Our money;
10.3.6 You will at Our request and at Your expense assign to Us all rights You may have against Your customer in respect of such Goods.

10.4 For the avoidance of doubt conditions 10.1 to 10.3 inclusive shall not apply in respect of any Supplies.

10.5 At any time before title to the Goods passes to You (whether or not any payment to You is then overdue or You are otherwise in breach of any obligation to Us), We may (without prejudice to any other of Our rights):
10.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so on our behalf) which You hereby authorise (and in respect of any third party premises, you shall procure such authorisation as is required for Us to exercise this right);
10.5.2 require delivery up to Us of all or any part of the Goods at Your cost.

10.6 Any property of Yours in Our possession or under Our control and all property supplied to Us by or on behalf of You (including Supplies) is held by Us at Your risk.

10.7 Our rights contained in this condition 10 will survive expiry or termination of the Contract however arising.

11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with the Goods or Services shall be owned by Us, including in all Our drawings, sketches, plans, prints and other documents or data. No reproduction thereof shall be made without Our written permission and neither the drawings nor reproductions thereof shall be transferred to any third party without Our written permission. All of Our materials, equipment, documents and other property are Our exclusive property.

11.2 You acknowledge that, in respect of any third party Intellectual Property Rights in the Goods and Services, Your use of any such Intellectual Property Rights is conditional on Our obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You.

11.3 No trade mark, name or logo carried on the Goods may be erased or replaced without Our prior written consent.

11.4 To the extent that Goods are to be manufactured or Services are to be performed in accordance with a specification supplied by You, You shall indemnify Us and keep Us indemnified against all related losses, damages, costs and expenses We incur in connection with any claim made against Us for actual or alleged infringement of a third party's Intellectual Property Rights arising in connection with Our use of the specification.

11.5 You hereby grant Us the right to use Your name, logo, and any images taken by Us in connection with the Goods or Services for marketing, promotional, and advertising purposes. This includes, but is not limited to, use on Our website, social media platforms, brochures, and other marketing materials. You hereby warrant that You have the necessary rights and permissions to grant this license to Us and agree to indemnify Us against any claims arising from the use of Your name, logo, or images as permitted by this condition.

12. LIABILITIES
12.1 Nothing in these Terms shall exclude or restrict Our liability for death or personal injury resulting from Our negligence or Our liability for fraudulent misrepresentation or any other liability which cannot otherwise be excluded or restricted by law.

12.2 Subject to condition 12.1, We are not liable to You in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseeable or known:
12.2.1 loss or damage incurred by You as a result of third party claims;
12.2.2 loss of actual or anticipated profits;
12.2.3 loss of business opportunity;
12.2.4 loss of anticipated savings;
12.2.5 loss of goodwill; and
12.2.6 any indirect, special or consequential loss or damage howsoever caused.

12.3 Our entire aggregate liability under or in connection with the Contract whether for tort (including negligence), breach of contract, breach of statutory duty, misrepresentation or otherwise, is limited to 100% of the charges paid by You under the Contract.

12.4 Subject to conditions 12.6 to 12.10 inclusive, where We supply Goods only (and, for the avoidance of doubt, this condition 12.4 shall not apply where We provide any Services in respect of any Supplies), We warrant that on delivery:
12.4.1 We have legal title to sell the Goods;
12.4.2 the Goods will be free from material defects in materials and workmanship; and
12.4.3 the Goods will comply in all material respects with their specification as set out in the Order.
If We are liable for any breach of the warranty provided under this condition 12.4, We shall, at Our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Except as provided in this condition 12.4, We shall have no liability to You in respect of the Goods' failure to comply with the warranty set out in condition 12.4.

12.5 Subject to conditions 12.6 to 12.10 inclusive, where We provide Services in relation to any Supplies, We warrant that the Services will be performed with reasonable skill and care. If We are liable for any breach of the warranty provided under this condition 12.5, We shall, at our option, reperform the defective Services or refund the price of the defective Services in full. Except as provided in this condition 12.5, We shall have no liability to You in respect of the Services' failure to comply with the warranty set out in this condition 12.5.

12.6 We will not be liable under condition 12.4 or condition 12.5:
12.6.1 if a defect in the Goods or failure in the provision of the Services would have been apparent on a Reasonable Inspection under condition 9.1 at the time of loading or unloading (as appropriate) unless You give Us notice in writing in accordance with the provisions of condition 9.2;
12.6.2 unless a latent defect in the Goods or failure in the provision of the Services, which was not apparent on a Reasonable Inspection, is discovered or ought to have been discovered within sixty (60) days of the date of delivery of the Goods or performance of the Services, and We are given written notice of such defect or failure within fifteen (15) Working Days of it being discovered or the date it ought to have been discovered;
12.6.3 unless after discovery of any defect in the Goods We are given a reasonable opportunity to inspect the Goods before they are used, fixed or in any way interfered with. You may not continue to use the Goods once You have discovered any defect in the Goods;
12.6.4 if the defect arises from variations in colour and/or texture or to the appearance of the Goods including efflorescence;
12.6.5 if in Our opinion, the Goods comply with condition 12.4 or condition 12.5, as applicable;
12.6.6 if the defect arises as a result of the Goods being used in a manner other than that specified by Us or in breach of British Standard, industry code, generally accepted practice or the manufacturer’s instructions relevant to the Goods, the Supplies or the Services, including storage of the Goods or the Supplies in unsuitable conditions;
12.6.7 if the defect arises from fair wear and tear;
12.6.8 if the defect arises as a result of a defect in any Supplies;
12.6.9 if the defect arises from Your or a third party’s negligence, mis-use, alteration or repair of the Goods or the Supplies or the Services; and/or
12.6.10 where applicable, after the Goods and/or Supplies or the property in which the Goods and/or Supplies are used is signed off by NHBC.

12.7 If the Goods are not manufactured by Us or have been processed by a third party whether or not at Our or Your request, Our liability in respect of any defect in or arising from the Goods will be limited to such rights against the manufacturer or the third party as We may have in respect of those Goods.

12.8 We do not accept any responsibility for any liability incurred as a result of use of the Goods in breach of any instructions (whether or not in writing) provided by Us, any health and safety information available in relation to the Goods or any neglect or misuse of the Goods by You.

12.9 To the extent that the Goods are to be manufactured or the Services are to performed in accordance with a specification supplied by You, We shall not be responsible for any defect in the Goods or Services as a result of compliance with Your specification. You shall indemnify Us and keep Us indemnified against all related losses, damages, costs and expenses We incur in connection with delivering Goods or performing the Services in compliance with Your specification.

12.10 If the Goods are supplied or the Services are performed to a drawing, design, measurement, calculation or specification provided in writing by Us then We will not be liable for a defect or failure in the same if such defect or failure is a result of:
12.10.1 material information being withheld, concealed or misrepresented by You; and/or

12.10.2 the drawing, design, measurement, calculation or specification provided by Us is not in writing signed by one of Our Authorised Officers.

12.11 You unconditionally fully and effectively indemnify Us against all claims, losses, damages, penalties, costs on an indemnity basis and expenses awarded against or incurred by Us in connection with or paid or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the Goods or the Supplies. Your liability under this indemnity will be reduced in proportion to the extent only that such claims, losses, damages, penalties, costs and expenses arise directly from Our gross negligence.

12.12 Except as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.13 Where You resell the Goods or the Supplies to a third party and the third party brings any claim against Us, You will provide all reasonable assistance to Us at Your cost to enable Us to defend the claim and You will not make any admission, negotiate or settle any claim without Our prior written consent thereto.

13. CONFIDENTIALITY
13.1 When You or We, as the case may be, (Receiving Party) receive technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature or confidential information concerning the business, assets, affairs, customers, clients or suppliers which have been disclosed to the Receiving Party by the other party, or its employees, agents or subcontractors (Disclosing Party), then such information shall be kept in strict confidence. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as strictly need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 13 shall survive termination of the Contract.

14. ANTI-CORRUPTION
14.1 You will comply at all times with the provisions of the Bribery Act 2010 and will not and will procure that your employees and sub-contractors will not in connection with any Contract, engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010.

14.2 Breach of this condition shall be deemed to be a material breach of the Contract which is not capable of remedy for the purposes of condition 15.

15. DEFAULT AND TERMINATION
15.1 “Insolvent” means You becoming unable to pay Your debts within the meanings of Section 123 (Company) or Section 268 (Individual) of the Insolvency Act 1986 or You ceasing to pay Your debts in the ordinary course of business or being unable to pay Your debts as they become due or You ceasing or threatening to cease to carry on Your business.

15.2 If:
15.2.1 You fail to pay any invoice or sum due to Us or to any of Our Group Companies under any Contract on the due date; or
15.2.2 Your credit limit is withdrawn or reduced to a level below the amount then outstanding to Us; or
15.2.3 You or Your Group Companies become Insolvent; or
15.2.4 there is a material change in Your or Your Group Companies’ constitution or ownership or shareholding; or
15.2.5 You pledge by way of security for any of Your indebtedness any Goods for which title still remains with Us in accordance with condition 10; or
15.2.6 You commit a material breach of the Contract which is not capable of remedy or commit a material breach of the Contract that is capable of remedy but fail to remedy that breach within seven (7) Working Days after being requested to do so;
then all sums outstanding between You and Us under this and any other Contract between You and any of Our Group Companies shall become immediately due and payable and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):

a) require immediate payment in cleared funds of any outstanding invoice;
b) require payment in cleared funds in advance of further deliveries of Goods or
performance of Services;
c) suspend or cancel any further deliveries of Goods or performance of Services to You under any Contract without liability on Our part;
d) resell any Goods ordered by You to any other person;
e) without prejudice to the generality of condition 10 exercise any of Our rights pursuant to that condition;
f) terminate this or any other Contract with You without liability on Our part; and/or
g) require the return of the Goods in accordance with condition 10.5.

15.3 You shall reimburse all of Our costs, including legal costs on an indemnity basis, which We incur in enforcing Our rights under the Contract including recovery of any sums due.

16. INTERNATIONAL TRADING TERMS
16.1 In these Terms ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.

16.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this condition 16 shall (subject to any special terms agreed in writing between You and Us) apply notwithstanding any other provision of these Terms.

16.3 You shall be responsible for complying with any legislation or regulations, including import licences, governing the importation of the Goods into the country of destination and for the payment of any duties on them, and if required shall make licences and consents available to Us prior to the relevant shipment.

16.4 Unless otherwise agreed in writing between You and Us, the Goods shall be delivered FOB the agreed sea port of shipment for Goods delivered by sea, and FCA the agreed airport for carriage for Goods delivered by air and We shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

16.5 Where agreed and confirmed in writing by Us, payment of all amounts due to Us under any Contract shall be made by irrevocable letter of credit opened by You in Our favour and confirmed by a bank in the United Kingdom acceptable to Us.

17. COMPLAINTS
17.1 You shall notify Us in writing of any complaint or by completing the complaint formas soon as reasonably practicable of the occurrence of the issue giving rise to the complaint. The notification shall include a detailed description of the complaint and any relevant supporting documentation. We shall respond in due course thereafter.

18. GENERAL
18.1 Each Contract shall be governed and interpreted according to the laws of England and Wales and You agree to submit to the exclusive jurisdiction of the English Courts.

18.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

18.3 Except as provided otherwise in these Terms We shall not be deemed to be in breach of contract nor liable for any delays or failures to perform any of Our obligations under any Contract due to any cause beyond Our reasonable control including industrial action, import or export regulations or embargoes, restraints or delays affecting carriers, difficulties in obtaining materials, parts, components, labour or fuel, power failure or breakdown in machinery. Should any such event occur We reserve the right to cancel or suspend by notice in writing all or any part of the Contract without incurring any liability and You will be liable to pay for any Goods delivered or Services performed prior to any such cancellation.

18.4 The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same or any other provision.

18.5 Any written notice to be given under these Terms shall be sent by You to Our Credit Department, Ibstock Brick Limited, Leicester Road, Ibstock, Leicestershire LE67 6HS and by Us to You at Your trading address.

18.6 Nothing in these Terms or a Contract is intended to or will create any benefit for or right to enforce any of these Terms to any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.7 Termination of a Contract shall not affect rights and obligations which have already accrued at the time of termination.

18.8 You may not assign or deal in any way with all or any part of the benefit of Your rights or benefits under a Contract.

18.9 We are entitled at any time to assign or deal with the benefit of any Contract or sub-contract any work relating to any Contract.

18.10 If any Condition or part of these Terms or a Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from these Terms or a Contract and will be ineffective without, as far as is possible, modifying any other Condition or part of these Terms or a Contract and this will not affect any other provisions of these Terms or a Contract which will remain in full force and effect.

18.11 In the event of any conflict between the terms of these conditions and the Order, the terms in the Order shall prevail.