(ii)       Where full payment has not been made to the Seller and the Buyer uses the Goods in its manufacturing process or incorporates the Goods with other products, title and ownership in the Goods shall be retained by the Seller in so far as such Goods are identifiable.

(iii)      Until such payment is made:

(a)        the Buyer shall hold all Goods and materials on trust on a fiduciary basis only as a bailee for the Seller and shall store such Goods separately from all other goods in the Buyer’s possession so as to be clearly identifiable as the property of the Seller (at no cost to the Seller);

(b)        the Buyer shall keep the Goods in satisfactory condition and insured on the Seller’s behalf for the full Price against all risks to the reasonable satisfaction of the Seller; and

(c)        the Buyer grants to the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or in the case of Default, to recover them.

(iv)     If the Buyer resells the Goods (or products incorporating the Goods) before payment in full to the Seller, the Buyer shall hold the proceeds of such resale on trust for the Seller and shall pay such proceeds into a separate bank account. The Buyer's right to resell the Goods in the ordinary course of business shall automatically cease if any of the events in clause 13 occur.

(v)       For international sales, the Seller's retention of title shall be governed by the law applicable to the location of delivery of the Goods, to the extent required by that law. The Buyer shall cooperate with the Seller in taking any steps required under local law to preserve or perfect the Seller's retention of title, including executing any documents or filings required in the jurisdiction of delivery.

7.         Lien

The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all Goods and property of the Buyer in its possession (although such Goods or some of them may have been paid for) and shall after expiration of fourteen (14) days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.

8.         Shortages and Damage and/or Loss in Transit

(i)  Unless otherwise agreed in writing between the Buyer and the Seller, the Seller may deliver against any Order an excess and/or deficiency up to ten per cent (10%) of weight or volume ordered without any liability whatsoever to the Buyer save that the Price shall be adjusted accordingly.

(ii)If the Seller fails to make delivery or makes defective delivery of any one instalment of an Order such failure or defective delivery shall not affect the Contract as regards other instalments.

(iii)             The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to the Contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future invoices and/or Orders.

9.         Aggregates

(i)  The Buyer accepts that the Seller sources aggregate products that are sourced from naturally occurring deposits. As with all natural products, variations in colour and finish may occur. The Seller makes every effort to ensure consistency with product colour, yet variations between product batches, and even within the same product batch can occur. The Seller will accept no liability for shading differences when the products are laid. The colour of new aggregate products will inevitably differ compared to products that have been laid for a length of time.

(ii)The Buyer must:

(a)        ensure that when batches of aggregates are sent to a customer pursuant to an order, that the aggregates sent are from the same batch as labelled by the Seller;

(b)        keep records identifying the batches sent to each customer;

(c)        when accepting an order from a customer, make enquiries as to whether the customer has used the Seller’s products previously and whether the order is for aggregates to continue an existing job; and

(d)        if the customer is ordering additional aggregate for an ongoing job, ensure that the aggregate supplied in accordance with the current order is from the same batch as the aggregate previously supplied to the customer.

10.      Rust Staining

The Buyer accepts that natural aggregates may contain small amounts of iron which can produce rust staining when exposed to air and water. Standard resin bound surfacing blends contain aggregates selected for infrequency of incidence of staining, but iron may be present in any natural aggregate. The presence of iron cannot be identified before use and any resulting stains are not, and should not be regarded as, a product defect. The performance of surfacing which exhibits rust staining is not usually affected by the stains.

11.      Force Majeure

(i)            Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.

(ii)           The affected party shall notify the other party in writing as soon as reasonably practicable of the Force Majeure Event, its expected duration, and the obligations affected. The affected party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event.

(iii)          If the Force Majeure Event continues for more than two (2) calendar months, either party may terminate the affected Order(s) by giving fourteen (14) days' written notice. The Seller shall refund any advance payment received for Goods not yet delivered.

12.      Indemnity

The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims and demands, charges or expenses in relation to any claim made against the Seller by a third party arising out of or in connection with the supply of the Goods to the extent that such claim arises out of the breach, negligent performance, failure or delay in performance of this contract by the Buyer, its agents, employees or subcontractors  provided that the Seller gives the Buyer prompt written notice of any claim, including reasonable information and assistance in relation to the claim.

13.      Default

(i)            The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the Contract between the parties or to suspend further deliveries under it or require payment in advance or require return of Goods delivered in the event that:

(a)        the Buyer fails to pay for any one Order when the same becomes due; or

(b)        the Buyer’s financial position becomes unsatisfactory to the Seller; or

(c)        if notice of intention to appoint an administrator is given, or a winding up petition is presented to any court or documents are filed with any court for the appointment of an administrator or the Buyer is wound up, goes into liquidation or has an administrator, manager; or

(d)        or receiver appointed or enters into any form of arrangement with or for the benefit of creditors or has a bankruptcy petition filed or bankruptcy order made against it or if any similar or analogous event occurs in any jurisdiction or if the Buyer is otherwise unable to pay its debts as they fall due; or

(e)        the Buyer is in material breach of any of these Conditions (noting that a material breach includes a breach of any of clauses 4, 6, 9(ii) or 12),

each a “Default”.

(ii)           Any suspension of deliveries or requirement for advance payment under this clause 13 shall not constitute a breach of the Contract by the Seller.

14.      Intellectual Property

(i)            All Intellectual Property subsisting in and/or protecting the Goods, their specifications, designs, formulations, branding, packaging, marketing materials, and any technical data or documentation provided by the Seller to the Buyer shall remain the exclusive property of the Seller and no rights are granted to the Buyer.

(ii)           The Buyer shall not:

(a)        use the Seller's trade marks, logos or branding except for the purpose of reselling the Goods in their original form;

(b)        alter, deface or remove any trade mark, label or packaging applied by the Seller; or

(c)        register or apply to register any trade mark, design or domain name that is identical or confusingly similar to any trade mark of the Seller.

(iii)          Upon termination of the Contract, the Buyer shall immediately cease all use of the Seller's Intellectual Property.

15.      Warranties and Liability

(i)         No servant or agent of the Seller has the power unless agreed to by a director in writing:

(a)        to vary these conditions orally or in writing; or

(b)        to make any representations or warranties regarding the conditions of the Goods, their fitness for purpose or any other matter whatsoever.

(ii)           No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any third party Intellectual Property rights.

(iii)          No representation, warranty, condition or description is given or implied by the Seller as to the fitness for purpose of any of the Goods even though that purpose be made known by the Buyer and no warranty or condition may be implied from the name of the Goods.

(iv)         Where samples have been sent to the Buyer it will be considered that they have been tested to the Buyer’s specification for the purposes to which the Buyer intends to use the Goods for.

(v)           The Seller warrants that, at the time of delivery, the Goods will materially conform to any specification or description set out in the Seller's quotation or Acknowledgement.

(vi)         Save as set out in this clause 15 all conditions, warranties and representations (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law.

(vii)        Nothing in these Conditions shall exclude or restrict any liability or right which cannot be excluded or restricted under applicable mandatory law, including (where applicable) any mandatory provisions of the law governing the Contract in the country of the Buyer.

(viii)       Nothing in these Conditions shall limit or exclude the Seller's liability for:

(a)        death or personal injury caused by its negligence;

(b)        fraud or fraudulent misrepresentation; or

(c)        breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

(ix)         Subject to clause 15(viii), the Seller's total aggregate liability to the Buyer in respect of all claims arising under or in connection with any Contract shall not exceed the total Price paid or payable by the Buyer under the Contract giving rise to the claim.

(x)           Subject to clause 15(viii), the Seller shall not be liable for any indirect or consequential loss.

16.      Data Protection

(i)            Each party shall comply with its obligations under applicable data protection legislation (including the UK GDPR and, where applicable, the EU General Data Protection Regulation (EU) 2016/679).

(ii)           To the extent that personal data is shared between the parties in connection with the Contract, each party shall process such data only for the purposes of performing its obligations under the Contract.

(iii)          Where personal data is transferred from the Buyer (in the EU/EEA) to the Seller (in the UK), such transfer shall be made in reliance on the European Commission's adequacy decision for the UK (or, if that decision is revoked or expires, such appropriate safeguards as the parties agree in writing).

17.      Assignability

(i)             The Buyer shall not assign, transfer or otherwise deal with the benefit or burden thereof without the Seller’s written consent.

(ii)            The Seller may at any time assign or transfer any or all of its rights and obligations under this Contract to any member of its Group or to any person to which it transfers that part of its business to which this Contract relates, on prior written notice to the Buyer. The Seller shall be entitled to carry out its obligations under the Contract through any agents or sub-contractors.

(iii)           The Seller may also novate the Contract to any member of the Seller's group of companies (meaning the Seller, any subsidiary or holding company of the Seller, and any subsidiary of any such holding company) on written notice to the Buyer, and the Buyer shall be deemed to consent to such novation.

18.      Law and Jurisdiction

(i)            These Conditions and the Contract between the parties shall be construed and applied in accordance with the law of England and Wales and the English Courts shall have sole jurisdiction in any dispute relating thereto.

(ii)           Notwithstanding clause 18(i) the Seller may bring proceedings against the Buyer in any court of competent jurisdiction.

(iii)          Nothing in these Conditions prevents either party from seeking injunctive or other interim relief from any court of competent jurisdiction.

19.      Notices

(i)            The parties agree to electronic communication and acknowledgement that all Contracts, notices, information and other communications that the parties provide to each other electronically comply with any legal or contractual requirement that such communications be in writing.

(ii)           All notices given by the Buyer to the Seller must be sent to Vuba Chemical Innovations Limited, Building 3 @ The Dock, Fruit Market, Hull, England, HU1 1UU or to such other address notified to the Buyer from time to time.

(iii)          The Seller may give notice to the Buyer at either the email or postal address provided by the Buyer when placing an Order.

(iv)         Notice will be deemed received and properly served 24 hours after an email is sent or three days after the posting of any letter.

20.      EU Regulatory Compliance

(i)            Where the Goods are for delivery to a destination within the European Union or European Economic Area, the Buyer shall be responsible for ensuring that the Goods comply with all applicable local regulatory requirements in the country of destination (including CE marking, REACH registration, CLP labelling, and product safety requirements).

(ii)           The Seller shall, on reasonable request, provide the Buyer with such documentation and product data as is reasonably necessary to enable the Buyer to comply with its regulatory obligations in the destination country, including safety data sheets and declarations of conformity.

(iii)          The Buyer acknowledges that it acts as the importer of record for the purposes of EU product safety and chemicals legislation and assumes all obligations of an importer under applicable EU law.

21.      Entire Agreement

(i)            These conditions represent the entire agreement between the parties relating to the sale and purchase of the Goods and supersede all previous agreements, arrangements and understandings between the parties relating to the sale and purchase of the Goods.

(ii)           Each party acknowledges that in entering into the Contract it places no reliance on any representation, warranty or other statement relating to the subject matter of the Contract, other than as expressly set out in these conditions.

(iii)          Neither party shall have any liability or remedy in respect of any representation, warranty or other statement being false, inaccurate and/or incomplete unless it was made fraudulently or is contained in these conditions. Nothing in these conditions shall exclude or limit the liability of either party for a fraudulent misrepresentation.

(iv)         Each party agrees that its only remedy for breach of the Contract shall be for breach of contract.

22.      Contracts (Rights of Third Parties) Act 1999

Any entity which is not expressly a party to the contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from the Contract.

23.      Severance

If any provision of these terms (or part thereof) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that part shall, to the extent required, be deemed not to form part of these terms and the validity and enforceability of the other provisions shall not be affected.