1. Scope and orders

1.1 These Terms apply only to business purchases from Formatech Ltd, registered at 67 Hough Lane, Leyland, PR25 2SA, company number 16695477 (we/us). They do not cover consumer purchases or hire. “You” means the business buyer; “Goods” means the products supplied; “Contract” means the accepted order and its agreed documents. Business Days exclude weekends and public holidays in England. Writing includes email.

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1.2 Quotations are invitations to order. Your order is an offer accepted by our written order acknowledgement. Material changes in an acknowledgement require your agreement. These Terms must be supplied or made available before the Contract is formed. Your purchase terms apply only if we expressly accept them in writing.

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1.3 Priority is: written variations or special terms agreed by both parties; the accepted order acknowledgement; the incorporated quotation and specification; then these Terms. Variations require written agreement. Manufacturer benefit conditions apply only under clause 6 and do not replace the Contract or its governing law.

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2. Prices and payment

2.1 Prices and currency are as agreed. Prices exclude VAT and, unless included in the quotation, delivery, packaging and insurance charges agreed before contracting. VAT is payable where legally chargeable. Other
price changes require agreement, except changes in applicable taxes.

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2.2 Unless otherwise agreed in writing, we invoice on despatch. Payment is due in cleared funds 30 calendar days after the last day of the invoice month. Agreed deposits are payable on the stated dates. Notify genuine invoice disputes promptly and pay the undisputed balance when due; legal rights of set-off or withholding remain unaffected.

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2.3 We retain our rights to statutory interest, fixed compensation and recoverable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and related regulations, as amended.

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3. Delivery and risk

3.1 The applicable Incoterm and named place will be specified in our quotation and order confirmation, in accordance with Incoterms® 2020. Delivery charges follow clause 2.1. Tax treatment remains governed by law.
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3.2 Risk passes under the applicable delivery rule, including direct manufacturer deliveries. You must insure the Goods from that point and provide safe access and suitable unloading arrangements where applicable. Unjustified failure to receive Goods may result in reasonable additional storage and redelivery charges. Ownership is dealt with in clause 4.

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3.3 Dates are estimates unless expressly agreed as binding. We will deliver within a reasonable time and notify material delays. Reasonable instalments may be separately invoiced. Subject to clause 10, if delivery is
materially overdue you may set a reasonable further written deadline and, if it is missed, cancel the affected undelivered Goods and recover payments for them. Other legal rights remain subject to clause 8.

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4. Ownership

4.1 Goods remain ours until their price is paid in full. Meanwhile, keep them safe, identifiable where practicable and insured from the passing of risk. Ordinary resale or use is permitted; title passes immediately before an
authorised resale. We claim no ownership in a completed structure or resulting product after irreversible incorporation.

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4.2 If an undisputed payment remains overdue seven days after written notice, we may lawfully withdraw permission to resell or use unpaid Goods and require return of identifiable Goods still owned by us. Recovery
requires lawful access and necessary occupier consent. Net recovery proceeds are credited against the debt, with any surplus returned. Insolvency restrictions and required permissions apply.

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5. Specification and manufacturer information

5.1 Check product references, quantities, dimensions and application details before ordering. Goods must meet their agreed description and specification. No additional promise of a particular appearance, reuse count or project performance is made unless expressly agreed in writing. This does not exclude obligations arising from description, sample or the applicable implied terms referred to in clause 6.4.

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5.2 Technical advice, designs, calculations and application recommendations come from the relevant manufacturer. We supply Goods and relay manufacturer information; we do not independently provide technical advice, design or engineering approval. We will take reasonable care to transmit information accurately, identify its source and pass on relevant qualifications.

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5.3 Provide accurate application information and refer technical queries to the manufacturer, directly or through us, before use. Your competent advisers are responsible for project design, actual site conditions, interfaces and selection for the intended application. Follow applicable manufacturer instructions and safety law, and pass relevant information to installers, operators and subsequent customers. This allocation does not excuse our own breach.

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6. Manufacturer warranties and defect claims

6.1 We give no separate fixed-period Formatech warranty. Any additional manufacturer warranty or guarantee is limited to the benefit actually available for the Goods under the relevant supplier terms. We will identify and provide the conditions relied on before contracting, including their duration, starting date, notice requirements, exclusions and remedies. Later website changes do not change your Contract.

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6.2 We will pass on transferable benefits and use reasonable endeavours to pursue available supplier remedies where transfer is unavailable. You must provide reasonable assistance and evidence. We do not guarantee

acceptance or payment of a supplier claim, extend the supplier’s warranty, or promise a remedy beyond the available benefit. No settlement may compromise your independent rights without your agreement.

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6.3 Under these additional benefits, repair, replacement, credit or reimbursement is available only to the extent provided by the relevant supplier. We do not separately undertake to fund inspection, testing, collection, transport, removal, reinstallation, site labour, access or consequential costs that the supplier does not cover, unless expressly agreed in writing. This provision concerns additional warranty benefits and is subject to clause 6.4.

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6.4 Your rights against us under the Contract and applicable law, including the terms implied by sections 12 to 15 of the Sale of Goods Act 1979, are separate from manufacturer benefits and subject to clause 8. Our own

liability is not conditional on supplier approval, payment or solvency, and you need not pursue the supplier first. Supplier warranty periods do not shorten statutory limitation periods for claims against us.

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6.5 We are not responsible for a defect to the extent caused by wear and tear, improper transport after risk passes, storage, handling, installation or use, failure to follow applicable instructions, overloading, incompatible

components, unauthorised alteration or repair, or inaccurate information supplied by you. This does not exclude an inherent defect or our own breach; unrelated alterations do not invalidate a claim.

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7. Inspection and investigation

7.1 Inspect promptly on delivery and record visible damage or shortages where possible. Notify visible damage, shortages or incorrect Goods promptly, normally within five Business Days of delivery. Notify latent defects promptly, normally within five Business Days after discovery, with order details, product identification and available evidence. Late notice does not automatically bar a claim; subject to clause 8, relief may be reduced only to the extent unreasonable delay demonstrably prejudices investigation or recovery or increases loss.

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7.2 Stop unsafe use, mitigate loss and preserve Goods and evidence. Allow reasonable inspection and agree return arrangements before sending Goods back. Obtain our written agreement before third-party remedial work, except reasonable urgent safety measures or mitigation where waiting is impracticable or we fail to act within a reasonable notified deadline. Inspection is not an admission of liability. Any charge for investigation finding no breach by us must be agreed in advance.

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7.3 Where we are responsible, we may offer repair or replacement within a reasonable time. Your existing legal rights to reject, terminate, recover a refund or claim damages remain subject to clause 8. Costs are payable by
us only where agreed or required by applicable law; there is no additional contractual promise to cover them. No double recovery is permitted.

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8. Liability

8.1 Nothing in the Contract excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the obligations implied by section 12 of the Sale of Goods Act 1979, liability under Part I of the Consumer Protection Act 1987 where exclusion is prohibited, or any other liability which cannot lawfully be excluded or restricted. This clause prevails over all other provisions.

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8.2 Subject to clause 8.1, we exclude liability for indirect or consequential loss. Loss of profit, production, business, revenue or goodwill is excluded only where it is indirect or consequential; a direct loss is not excluded
simply because it falls into one of those categories.

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8.3 Each restriction in these Terms applies only to the extent permitted by law and satisfying any applicable reasonableness requirement under the Unfair Contract Terms Act 1977 or other applicable law. Neither party
may recover loss it should reasonably have avoided. These Terms impose no separate aggregate monetary cap on liability.

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9.Cancellation and returns

9.1 An accepted order cannot be cancelled for convenience without our written agreement. Agreed cancellation charges reflect our reasonable, evidenced net loss, including committed supplier costs and completed work, less avoided costs and reasonably achievable recoveries or resale proceeds. We must mitigate loss and credit deposits. Charges cannot exceed the cancelled order price; any excess deposit is repayable.

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9.2 Custom-made, cut, adapted or specially procured Goods are normally non-returnable for convenience. Committed costs may approach the full order price where cancellation or resale is not reasonably possible.
Returns of non-defective Goods require prior written agreement on condition, timing, carriage and any handling charge. This does not restrict valid defect claims or cancellation rights arising from our breach or clause 10.

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9.3 Either party may terminate for a material breach which cannot be remedied or remains unremedied 14 days after written notice requiring a remedy. We may proportionately suspend supply for an undisputed payment remaining overdue after seven days’ written notice. All suspension and termination rights are subject to mandatory insolvency law, including section 233B of the Insolvency Act 1986. Accrued rights survive.

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10. Events beyond reasonable control

10.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control which it could not reasonably avoid or overcome. Supplier failure qualifies only where caused by such an event and reasonable alternative supply is unavailable. Lack of funds or a price increase alone does not qualify. The affected party must promptly notify the other, mitigate the effects and resume performance as soon as practicable.

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10.2 Only affected obligations are suspended. Payment for Goods already supplied remains due. If the event prevents delivery for 60 consecutive days, either party may terminate the affected undelivered part by written
notice without a cancellation charge. We will refund payments for that part within 14 days.

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11. Documents and general provisions

11.1 Intellectual property in Goods and technical documents remains with its owner. Documents supplied for the agreed project may be used and shared as reasonably necessary for that project and safe use, subject to third-party licence restrictions identified before contracting. Other copying, manufacture or commercial reuse requires the owner’s consent. Each party must have the necessary rights in information it supplies and protect confidential information received, subject to lawful disclosure.

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11.2 Notices must be sent to the postal or email address used for the order or subsequently notified. They take effect on actual receipt, or the next Business Day if received outside normal business hours in England. This
does not govern service of proceedings.

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11.3 Failure to enforce a right is not a waiver. An invalid provision does not invalidate the remainder so far as legally possible. No third party may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999; separate manufacturer warranties are unaffected.

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11.4 The Contract and related non-contractual obligations are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to mandatory law. The United Nations
Convention on Contracts for the International Sale of Goods does not apply.