Terms and Conditions of Sale and Supply

Goods, technical guidance and services

Effective: 12 August 2026 | Version 2.2

Leoclad Supplies Ltd is registered in England and Wales under company number 16817986. Its registered office is 4 Darwin House, The Innovation Centre,
Pensnett Estate, Kingswinford, West Midlands, England, DY6 7YB. Email: info@leocladsupplies.co.uk.

1 DEFINITIONS AND INTERPRETATION

1.1 The following definitions apply in these Conditions.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
Conditions: these Terms and Conditions of Sale and Supply, version 2.2
Contract: the contract between Leoclad and the Customer for the supply of Goods and/or Services
Customer: the business, firm, company, sole trader or other person purchasing Goods and/or Services from Leoclad
Delivery Location: the delivery address or collection point stated in the Order Acknowledgement
General Guidance: routine product information, indicative selection assistance, samples, verbal comments or other assistance that is not expressly identified as a chargeable or scoped Service in the Order Acknowledgement
Goods: the goods, products and materials stated in the Order Acknowledgement
Incoterms 2020: the rules published by the International Chamber of Commerce known as Incoterms 2020
Leoclad: Leoclad Supplies Ltd
Order: the Customer’s order or request to purchase Goods and/or Services
Order Acknowledgement: Leoclad’s written acceptance or confirmation of an Order, including any agreed Specification or special conditions
Services: any testing, inspection, profile matching, site attendance, build-up consultation, product selection, reporting or other service expressly described as a Service in the Order Acknowledgement
Specification: the written specification for the Goods and/or Services expressly incorporated in the Order Acknowledgement
Upstream Supplier: any manufacturer, importer, distributor, wholesaler or other supplier in the supply chain from which Leoclad obtains Goods or related product documents or warranty rights

1.2 References to writing include email. A reference to legislation includes amendments and replacements. Clause headings do not affect interpretation.
Words following ‘including’ or similar expressions are illustrative and do not limit the preceding words.

2 BUSINESS SCOPE AND BASIS OF CONTRACT

2.1 The Customer confirms that it is acting wholly or mainly for business purposes and that the person placing the Order has authority to bind it. If a person wishes to buy as a consumer, Leoclad must agree separate consumer terms before accepting the order.

2.2 An Order is an offer by the Customer. A Contract comes into existence only when Leoclad issues an Order Acknowledgement, dispatches the Goods or begins the Services, whichever occurs first. Acceptance is limited to these Conditions.

2.3 These Conditions apply to the exclusion of terms which the Customer seeks to impose or incorporate through a purchase order, portal, confirmation, delivery instruction, course of dealing or otherwise. A signature or portal action by Leoclad that is required only to process an Order does not accept the Customer’s terms.

2.4 If Contract documents conflict, the following order of priority applies: expressly agreed special conditions signed or confirmed by authorised representatives; the Order Acknowledgement; the agreed Specification; these Conditions; and the Customer’s Order only for the identity, quantity and requested delivery details of the Goods or Services.

2.5 A quotation is not an offer, may be withdrawn before acceptance and expires after 30 days unless it states another period. Leoclad may correct an obvious clerical, typographical or pricing error. If a manifest error is discovered after acceptance, Leoclad will give the Customer the choice of accepting the corrected term or cancelling the affected part for a refund of sums paid for it.

2.6 The Contract is the entire agreement concerning its subject matter. Each party acknowledges that it has not relied on a statement not set out in the Contract. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation, or changes the agreed scope of any Services.

2.7 Where Leoclad does not issue a separate Order Acknowledgement before dispatching the Goods or beginning the Services, references in these
Conditions to the Order Acknowledgement mean Leoclad’s latest written quotation or proforma invoice for that Order together with the Customer’s corresponding Order, but the Customer’s Order is used only to the extent permitted by clause 2.4. This does not make a quotation an offer or alter clause 2.2.

3 ORDERS, INFORMATION, CHANGES AND CANCELLATION

3.1 The Customer is responsible for ensuring that its Order, Specification, drawings, quantities, dimensions, colours, delivery information, programme and intended use are complete and accurate. Leoclad may rely on information supplied by or for the Customer without independently verifying it.

3.2 The Customer must promptly provide information, decisions, approvals, samples and access reasonably required for supply. Leoclad is not responsible for delay, additional work or loss caused by incomplete, late or inaccurate information and may charge the resulting reasonable costs.

3.3 After acceptance, the Customer may not change or cancel an Order without Leoclad’s written agreement. If Leoclad agrees, the Customer must pay reasonable costs and losses caused by the change or cancellation, including charges imposed by an Upstream Supplier or carrier, committed materials, tooling, freight, currency costs, storage and administration, less costs demonstrably saved.

3.4 Bespoke, cut, fabricated, painted, labelled, specially packed, non-stock, specially imported or otherwise customer-specific Goods are non-returnable and non-cancellable once Leoclad or an Upstream Supplier has committed to them. The amount payable may be up to the full Contract price, less costs saved or value reasonably recovered by Leoclad.

3.5 A forecast, programme or estimated requirement does not commit Leoclad to reserve stock or capacity. Each call-off is an Order and becomes binding only in accordance with clause 2.2, unless Leoclad expressly agrees otherwise in writing.

4 GOODS, DESCRIPTIONS AND SPECIFICATION

4.1 Goods shall be described by the agreed Specification and Order Acknowledgement. Samples, website images, brochures, catalogues, drawings and verbal descriptions give an approximate indication only unless expressly incorporated in the Specification.

4.2 Colours, coatings, surface appearance, dimensions, weights, packaging and quantities may vary within normal manufacturing, material and batch
tolerances. A quantity tolerance of up to 10 per cent more or less applies only where the Order Acknowledgement states that it applies to manufactured, bespoke, bulk or specially imported Goods. The Customer will be charged for the quantity actually supplied.

4.3 Leoclad may make a minor change or supply an equivalent replacement where required by law, safety, availability or manufacturing change, provided it does not materially reduce the Goods’ stated performance or suitability under the agreed Specification. Leoclad will notify the Customer of a material change and seek instructions.

4.4 The Customer must ensure that any design, drawing, label, brand, colour reference or other material it supplies is accurate and lawful. The Customer shall indemnify Leoclad against reasonable losses, liabilities and costs arising from a third-party intellectual property claim caused by Leoclad following that material, except to the extent caused by Leoclad’s own modification or fault.

4.5 Leoclad may obtain Goods from an Upstream Supplier. Certificates, declarations, technical data and other Upstream Supplier documents are provided in the form available to Leoclad and are current at their stated issue date. The Customer must check that it holds the current document and that any stated approval, marking, standard or intended use covers its project. Leoclad does not promise a certification, corrosion life, load, warranty or performance not expressly stated in the Order Acknowledgement or applicable product document.

5 GENERAL GUIDANCE, SERVICES AND DESIGN RESPONSIBILITY

5.1 General Guidance is provided in good faith to assist a purchasing decision. It is not a design, structural calculation, project specification, installation
instruction for a particular site, warranty of fitness or appointment as a construction dutyholder. The Customer must verify it against the current product documents and obtain advice from a suitably competent designer or engineer where required.

5.2 Leoclad shall perform expressly agreed Services with reasonable care and skill and within the written scope in the Order Acknowledgement. No employee or agent may expand that scope orally.

5.3 The Customer remains responsible for final design, load combinations, safety factors, interfaces, substrate assessment, regulatory and project
compliance, product selection outside the agreed scope, and correct installation by competent persons. Unless Leoclad expressly accepts a precise role in signed writing, it is not appointed as structural engineer, designer, principal designer, principal contractor or other dutyholder under building safety or building regulations legislation.

5.4 Nothing in these Conditions excludes a statutory duty that the law imposes because of Services Leoclad actually undertakes. Where Leoclad expressly accepts design responsibility, its duty is limited to the agreed scope and the standard of reasonable care and skill.

5.5 A pull-out test, inspection or report relates only to the tested location, substrate, condition, method and date. Results must not be extrapolated to another location, project, substrate or design condition unless Leoclad expressly agrees in writing. A report is not a structural design value or project approval unless it expressly says so.

5.6 Reports and Service deliverables are prepared for the named Customer and project. No third party may rely on them without a written reliance agreement from Leoclad. The Customer may use a paid deliverable for that project once the relevant charges are paid, but Leoclad retains intellectual property in its templates, methods, know-how and pre-existing material.

5.7 Leoclad may subcontract Services while remaining responsible for their performance. The Customer must provide safe and timely access, permits,
inductions, welfare, suitable test areas, information about hidden services and hazards, and any equipment or assistance stated in the Order Acknowledgement. Abortive visits, unsafe access or Customer-caused delay may be charged at Leoclad’s then-current reasonable rates.

6 PRICE, TAXES AND PRICE ADJUSTMENT

6.1 The price is the amount stated in the Order Acknowledgement or, if none is stated, Leoclad’s price in force when the Contract is formed. Prices exclude VAT and other sales taxes. Delivery, packaging, insurance, testing, certification and other charges are additional unless expressly included.

6.2 Unless a price is expressly fixed, Leoclad may adjust the price before delivery to reflect a documented increase after the quotation date in exchange rates, raw materials, charges imposed by an Upstream Supplier, freight, fuel, insurance, customs duty, tariff, tax or another external supply cost, or a cost caused by the Customer. Leoclad will give notice of the adjustment.

6.3 If an adjustment under the preceding clause exceeds 5 per cent of the affected price, excluding tax and Customer-caused cost, the Customer may cancel the affected undelivered standard-stock Goods by notice within three Business Days. This cancellation right does not apply to bespoke or special-order commitments already made with the Customer’s agreement.

6.4 Unless otherwise stated, prices and payments are in pounds sterling. The Customer bears its bank, card, transfer and currency-conversion charges.
Taxes, duties, customs charges and import costs are allocated under clause 17 for exports.

7 PAYMENT AND CREDIT

7.1 Unless approved credit terms are stated in the Order Acknowledgement, payment is due in cleared funds before dispatch of the Goods or
commencement of the Services. Approval of credit for one Order does not grant credit for another.

7.2 Where Leoclad approves a credit account and no different due date is stated, payment is due 30 calendar days after the end of the calendar month in which the invoice is dated. Leoclad may invoice on or after dispatch, delivery, completion of a Service milestone, or earlier where the Contract requires a deposit or proforma payment.

7.3 Leoclad may conduct proportionate credit checks and may withdraw, reduce or suspend credit, or require advance payment or security, at any time on reasonable grounds. This does not affect sums already due.

7.4 The Customer shall pay all amounts in full without set-off, counterclaim, deduction or withholding, except a deduction required by law or a credit expressly issued by Leoclad. A genuine invoice query must be raised promptly, but undisputed amounts remain payable on time.

7.5 For late payment, Leoclad may claim statutory interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, the applicable fixed compensation for each qualifying late invoice, and reasonable recovery costs exceeding that compensation. Leoclad may also suspend further supply, subject to applicable insolvency law.

7.6 All outstanding sums become immediately due when the Contract is lawfully terminated. Leoclad may apply a payment against any invoice or liability in the order it reasonably chooses.

8 DELIVERY AND COLLECTION

8.1 Delivery shall take place at the Delivery Location or, for collection, at the collection point in the Order Acknowledgement. For an export Order, the agreed Incoterm and named place determine delivery and risk to the extent stated in clause 17.

8.2 Where Leoclad arranges delivery and no Incoterm applies, delivery is complete when the Goods arrive at the Delivery Location and are ready for
unloading. Unless expressly agreed otherwise, the Customer is responsible for safe access, prompt unloading by suitable personnel and equipment, and protection of people, property and the Goods during unloading.

8.3 Where the Customer collects or appoints the carrier, delivery is complete when loading onto the collecting vehicle is complete or, if Leoclad does not load, when the Goods are made available and the Customer is notified. The Customer is responsible for the vehicle, load restraint and onward carriage.

8.4 Delivery dates are estimates, time is not of the essence, and Leoclad may deliver early or by instalments. A delay or defect in one instalment does not entitle the Customer to cancel another instalment. Leoclad will use reasonable endeavours to notify a material delay.

8.5 If Leoclad fails to deliver the affected Goods within 60 days after an agreed estimated date, for a reason other than force majeure or Customer default, the Customer may cancel the undelivered affected part by written notice. Its remedy is repayment of amounts paid for that part, subject to clause 14 and any other right that cannot lawfully be excluded.

8.6 If delivery or collection fails because the Customer does not provide instructions, access, unloading resources or acceptance, delivery may be treated as completed, risk passes, and Leoclad may store, insure, re-deliver or return the Goods at the Customer’s reasonable cost. After 20 Business Days, Leoclad may resell or dispose of them and recover any shortfall after deducting reasonable costs.

9 INSPECTION, TRANSIT CLAIMS AND DEFECTS

9.1 The Customer must inspect the Goods promptly on delivery. Visible shortage, wrong Goods, or apparent transit or packaging damage must be notified in writing within three Business Days, with photographs and delivery details. Where reasonably apparent at delivery, the Customer should record the issue on the carrier’s delivery record.

9.2 Apparent non-delivery must be notified within three Business Days after the expected delivery date. These notice periods allow prompt carrier
investigation and do not purport to extinguish a latent-defect claim that could not reasonably have been identified on inspection.

9.3 A suspected latent defect must be notified in writing without undue delay and no later than seven Business Days after the Customer discovered, or ought reasonably to have discovered, it. To claim the contractual remedies in clause 12.3, notice must be given no later than six months after delivery unless a longer Upstream Supplier warranty or other product-specific or project warranty is expressly identified as applying under clause 12.4, or the defect could not reasonably have been discovered within that period. The six-month period is a contractual claim-notification period only and is not a statement of the expected service life of the Goods. The Customer must preserve affected Goods, labels, packaging, batch details and evidence; stop further use where continued use may worsen loss or create risk; and give Leoclad and any relevant Upstream Supplier a reasonable opportunity to inspect and test.

9.4 The Customer shall not return Goods without a return authorisation. Leoclad may ask for representative samples or return of the affected Goods. If the claim is accepted, Leoclad will bear reasonable agreed return costs; otherwise the Customer bears them.

10 RISK AND RETENTION OF TITLE

10.1 Risk in the Goods passes on delivery or at the point specified by the applicable Incoterm. Title is separate from risk and does not pass until Leoclad
receives in cleared funds all sums due from the Customer to Leoclad under this and any other contract.

10.2 Until title passes, the Customer shall hold the Goods as bailee for Leoclad; keep them identifiable, in satisfactory condition and insured for their full replacement value; not remove identifying marks or packaging; not charge or encumber them; and provide reasonable information about their location and condition on request.

10.3 The Customer may resell or use the Goods in the ordinary course of its business as principal, not as Leoclad’s agent. That permission ends automatically if Leoclad lawfully terminates it following non-payment, material breach or an insolvency-related event to the extent permitted by applicable insolvency law.

10.4 When permission ends, the Customer must deliver up identifiable Goods that have not been resold, used or irreversibly incorporated. If it does not do so promptly, Leoclad may, on reasonable notice and only as lawfully permitted, enter the Customer’s premises to recover them. The Customer shall procure equivalent lawful access to premises controlled by a third party.

10.5 Leoclad may recover the price notwithstanding that title has not passed. Nothing in this clause gives Leoclad ownership of a mixed or completed product or a trust over resale proceeds.

11 RETURNS

11.1 Except for an accepted defect claim, Goods may be returned only with Leoclad’s prior written authorisation. Leoclad may, at its discretion, accept
standard-stock Goods requested for return within 14 calendar days of delivery if they are unused, undamaged, unaltered, current, fully resalable and in original unopened packaging.

11.2 Authorised non-defect returns are at the Customer’s risk and cost and may be subject to a reasonable handling and restocking charge of up to 25 percent, reflecting Leoclad’s actual handling, inspection, repackaging and resale costs. Original delivery charges are not refundable.

11.3 Bespoke, special-order, non-stock, imported-to-order, cut, fabricated, painted, labelled, opened, obsolete or customer-specific Goods are not returnable unless defective and covered by clause 12.

12 GOODS QUALITY, DEFECTS AND THIRD-PARTY WARRANTIES

12.1 Leoclad warrants that on delivery the Goods shall conform in all material respects with the agreed Specification and be free from material defects in materials and manufacture. This warranty concerns the condition of the Goods on delivery and is not a guarantee that the Goods will remain defect-free for any fixed period or achieve any particular service life, unless expressly stated in the Order Acknowledgement.

12.2 The warranty does not cover a defect or deterioration to the extent caused by:

a Customer drawing, instruction, design or undisclosed requirement;
an unsuitable, variable or defective substrate, adjacent product, interface or building condition; incorrect storage, handling, cutting, drilling, installation, maintenance, tooling, speed, torque or use, including failure to follow current instructions or good trade practice;
alteration, repair, misuse, negligence, fair wear, impact, mechanical damage or abnormal working conditions;
coastal, agricultural, swimming-pool, chemical, high-humidity or other corrosive exposure not expressly covered by the agreed Specification;
swarf, debris, cut edges, incompatible or dissimilar materials, galvanic action, site contamination or another external cause;
normal batch, colour, coating or surface variation within stated or usual tolerances; or
continued use after the Customer knew or ought reasonably to have known that this could increase damage or risk.

12.3 If a claim is notified and evidenced in accordance with clause 9 and the Goods breach clause 12.1 for a reason not excluded by clause 12.2, Leoclad shall, at its option and as the Customer’s exclusive contractual remedy for breach of this express warranty, repair or replace the affected Goods or refund or credit their price. The same Conditions apply to repaired or replacement Goods, and their supply does not start a new claim-notification period.

12.4 Where an Upstream Supplier warranty or other product-specific or project warranty is expressly identified in the Order Acknowledgement or applicable product documentation, Leoclad shall use reasonable endeavours to pass its benefit to the Customer or pursue a valid claim on the Customer’s behalf. Leoclad is not required to commence legal proceedings, admit liability or incur material unrecoverable cost in doing so. Any such warranty is subject to the warranty provider’s conditions, exclusions, time limits and continued availability to Leoclad. Leoclad does not provide an independent warranty matching its duration or scope unless expressly agreed in writing, but this does not remove any liability Leoclad independently has as seller.

12.5 Except as expressly stated in the Contract and to the fullest extent permitted by law, conditions and warranties implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded. The title obligations which cannot be excluded remain unaffected. Nothing in this clause excludes or restricts liability to the extent that doing so is prohibited by law or would not satisfy the requirement of reasonableness under the Unfair Contract Terms Act 1977.

13 PRODUCT SAFETY, TRACEABILITY AND CORRECTIVE ACTION

13.1 The Customer must promptly notify Leoclad of a suspected safety defect, non-compliance, serious incident, regulator enquiry or recurring product failure; preserve batch and traceability information; and follow any reasonable stop-use, quarantine or evidence-preservation instruction.

13.2 The Customer shall maintain records reasonably sufficient to identify onward business customers and affected batches, and shall pass safety and
installation information to relevant employees, installers, contractors and onward purchasers.

13.3 The parties shall cooperate with a proportionate investigation, warning, withdrawal, correction or recall required by Leoclad, an Upstream Supplier or a regulator. Subject to applicable law and clause 14, reasonable corrective-action costs shall be borne by the party whose breach or fault caused the action, or otherwise as the parties agree.

14 LIMITATION OF LIABILITY

14.1 Nothing in the Contract limits or excludes Leoclad’s liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; defective products under the Consumer Protection Act 1987; or any liability that cannot lawfully be limited or excluded.

14.2 Subject to the preceding clause, Leoclad shall not be liable, whether in contract, tort including negligence, misrepresentation other than fraudulent misrepresentation, breach of statutory duty or otherwise, for loss of profit, revenue, business, contracts, production, anticipated savings, opportunity, goodwill or data, or for indirect or consequential loss.

14.3 Subject to clause 14.1 and to the fullest extent permitted by law, Leoclad shall not be liable for costs of removing, dismantling, opening up, gaining access to, reinstalling or making good the Goods or surrounding works; scaffolding, lifting plant or access equipment; project delay; or third-party liquidated damages, whether those losses are direct or indirect, unless Leoclad expressly accepted that responsibility in the Order Acknowledgement.

14.4 Subject to clause 14.1, Leoclad’s aggregate liability arising from or in connection with a Contract shall not exceed 100 per cent of the total price paid or payable under that Contract, excluding VAT. Where liability relates to one or more identifiable instalments or call-offs, the cap is instead 100 per cent of the aggregate price, excluding VAT, of those affected instalments or call-offs. The parties agree that this allocation reflects the price and the Customer’s ability to insure project and consequential risks.

14.5 If the Customer requires a higher liability limit or specific project risk cover, it must request this before the Contract is formed. Leoclad may agree a higher limit in writing subject to availability of insurance and payment of the additional cost.

14.6 The Customer shall take reasonable steps to mitigate loss. Nothing in the Contract creates a right for a third party to claim against Leoclad.

15 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

15.1 Leoclad and its licensors retain all intellectual property rights in product data, drawings, reports, photographs, calculations, brands, labels, software, templates, methods and other material supplied or created by Leoclad, except Customer-owned material.

15.2 Once applicable charges are paid, Leoclad grants the Customer a non-exclusive, non-transferable licence to use an agreed deliverable solely for the named project and purpose. The Customer may give it to project participants who need it for that purpose, provided they do not rely on it as a third party or use it for another project.

15.3 Each party shall keep confidential information received from the other confidential and use it only for the Contract. This does not apply to information that is public other than through breach, already lawfully known, independently developed, lawfully received from another source, or required to be disclosed by law or a regulator.

16 FORCE MAJEURE

16.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, severe weather, fire, flood,
epidemic, pandemic, war, terrorism, civil disorder, sanctions, embargo, government action, strike not limited to its own workforce, cyber incident, energy or material shortage, failure of an Upstream Supplier, port or customs delay, carrier disruption or interruption of utilities. Inability to pay is not force majeure.

16.2 The affected party shall notify the other as soon as reasonably practicable, use reasonable endeavours to reduce the effect, and receive a reasonable extension of time. Leoclad may allocate limited stock fairly among customers.

16.3 If force majeure prevents the affected supply for more than 60 consecutive days, either party may terminate the undelivered affected part. The Customer must pay for Goods and Services already supplied and non-cancellable bespoke or special commitments made before termination, less costs saved.

17 EXPORT, CUSTOMS AND INCOTERMS

17.1 An export Order Acknowledgement must state the agreed Incoterm, the precise named place and ‘Incoterms 2020’. The Incoterm governs delivery, risk, carriage, export and import clearance and the allocation of related costs. It does not govern title, payment, warranty, intellectual property or liability, which remain governed by the Contract.

17.2 Unless DDP or another seller-import arrangement is expressly stated, the Customer is importer of record and is responsible for destination import
clearance, licences, duties, import VAT and local charges. Where DDP is expressly stated, Leoclad accepts the seller obligations allocated by that rule,
subject to the Customer providing required local information and assistance.

17.3 Each party shall comply with customs, sanctions, export-control and product rules applicable to its role and provide accurate EORI, VAT, end-use, enduser, origin, classification and other information reasonably required. Leoclad may suspend or refuse an export where it reasonably believes supply may breach law.

17.4 The Customer shall provide evidence reasonably required for export, zero-rating or customs treatment and shall reimburse tax, duty, interest and
penalties caused by its inaccurate information or failure, except to the extent caused by Leoclad’s own breach or error.

18 SUSPENSION AND TERMINATION

18.1 Leoclad may suspend supply, require payment or security, or terminate the affected Contract by written notice if the Customer fails to pay when due; commits a material breach and, if remediable, does not remedy it within 10 Business Days after notice; provides materially misleading credit or order information; or Leoclad reasonably believes the Customer’s ability to pay has materially deteriorated.
18.2 To the extent permitted by applicable insolvency law, Leoclad may exercise those rights if the Customer suspends payment, is unable to pay debts, enters negotiations with creditors, becomes subject to administration, liquidation, a moratorium, restructuring, bankruptcy or an analogous event, or ceases or threatens to cease a substantial part of its business.

18.3 Nothing in the Contract permits Leoclad to terminate, suspend or do another thing merely because a corporate Customer enters a relevant insolvency procedure where section 233B of the Insolvency Act 1986 or another mandatory law prohibits it. Rights arising after the procedure, including for nonpayment for post-procedure supply, remain subject to the applicable law.

18.4 On lawful termination, all accrued sums and reasonable charges for completed work, committed materials and non-cancellable special orders become due. Termination does not affect accrued rights. Clauses intended by their nature to continue, including payment, title, intellectual property, confidentiality, liability, data protection and governing law, survive.

19 DATA PROTECTION

19.1 Each party shall comply with applicable data protection law. Leoclad processes business contact and transaction information as described in its Privacy Policy at www.leocladsupplies.co.uk/privacy-policy/. The Customer shall ensure it may lawfully provide personal data to Leoclad for delivery, technical support, credit, safety and Contract administration.

20 GENERAL

20.1 Leoclad may subcontract performance and may assign the Contract to a purchaser of its business or receivables, while remaining responsible for
subcontracted performance. The Customer may not assign, transfer, charge or subcontract its rights or obligations without Leoclad’s prior written consent.

20.2 A variation is effective only if agreed in writing by authorised representatives of both parties. A waiver is effective only in writing and for the particular matter. Delay in exercising a right is not a waiver.

20.3 If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions continue. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship.

20.4 No person other than Leoclad and the Customer may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or terminate it without third-party consent.

20.5 A contractual notice shall be in writing and delivered by hand, prepaid first-class post or email to the registered office and designated email last notified for notices. For Leoclad, the initial email is info@leocladsupplies.co.uk. A notice is deemed received: by hand, when left; by post, at 9:00 am on the second Business Day after posting; and by email, when sent without delivery failure before 5:00 pm on a Business Day, otherwise at 9:00 am on the next Business Day. This clause does not govern service of court proceedings.

21 GOVERNING LAW AND JURISDICTION

21.1 The Contract and any dispute or non-contractual obligation arising from or connected with it, including its formation, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction..