Terms & Conditions of Sale

This Contract is between the Buyer (as specified in the Euroclad Order Confirmation) and Euroclad (as defined in these Conditions).
 

1. Interpretation
   1. 1 In these Conditions including the Euroclad Order Confirmation unless the context otherwise requires, the following words have the following meanings:

1. 2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. 3 The headings in these Conditions are for reference only and shall not affect their interpretation.

2. Basis of the Sale
   1. 1 Euroclad shall sell and the Buyer shall purchase the Goods for the Total Price in accordance with these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
   2. 2 No purported variation to these Conditions or any subsequent variation shall be binding on Euroclad unless agreed in writing (which in this case shall not include email) by the head of the legal department for the time being of Euroclad or a Main Board Director of Euroclad and agreed in writing by the authorised representative of the Buyer.
   3. 3 Euroclad’s employees or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by Euroclad in Writing.  In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
   4. 4 Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Euroclad shall be subject to correction without any liability on the part of Euroclad.
   5. 5 If the Buyer has not signed the Euroclad Order Confirmation then acceptance of the Goods (even if later rejected by the Buyer in accordance with these Conditions) shall constitute agreement by the Buyer to these Conditions and to the terms of the Contract.
   6. 6 Any advice or recommendations given by Euroclad or its employees or agents to the Buyer or its employees or agents as to storage, application, installation or use of the Goods, which is not confirmed in writing by Euroclad, is followed or acted upon entirely at the Buyer’s own risk, and accordingly Euroclad shall not be liable for any such advice or recommendation which is not so confirmed.
3. Orders & Specifications
   1. 1 No order submitted by the Buyer shall be deemed to be accepted by Euroclad and no contract shall come into effect between the Parties unless and until confirmed and acknowledged in writing by Euroclad.
   2. 2 The Buyer shall be responsible to Euroclad for ensuring the accuracy of the information submitted by the Buyer given in the Euroclad Order Confirmation, and for giving Euroclad any further necessary information relating to the Goods within a sufficient time to enable Euroclad to perform the Contract in accordance with its terms.
   3. 3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Euroclad Order Confirmation.
   4. 4 If the Goods are to be manufactured or any process is to be applied to the Goods by Euroclad in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Euroclad against all loss, damages, costs and expenses awarded against or incurred by Euroclad in connection with or paid or agreed to be paid by Euroclad in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Euroclad’s use of the Buyer’s specification.
   5. 5 Euroclad reserve the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
   6. 6 Where Euroclad manufactures a bespoke product or the Goods are not of a standard size usually produced by Euroclad then the Buyer shall pay the Total Price in advance of any acceptance of the Order by Euroclad.
   7. 7 Mechanical Seaming Tools & Other hired Tool Kits – please refer to separate terms and conditions available on request.
4. Price of the Goods
   1. 1 The Buyer shall pay the Total Price of the Goods to Euroclad.  Euroclad may quote a price for the Goods.  All such prices quoted are valid for 30 days only and are on an ex-works basis after which time they may be altered by Euroclad without giving notice to the Buyer. All prices quoted exclude delivery unless explicitly stated within the quote that transport is included in the quoted rate.
   2. 2 Euroclad reserve the right, by giving notice to the Buyer at any time before delivery, to increase the Total Price to reflect any increase in the cost of raw material or delivery cost to Euroclad which is due to any factor beyond the control of Euroclad.
   3. 3 If the cost of manufacture, storage or delivery of the Goods is increased as a result of the Buyer changing the Estimated Delivery Date, quantity or specification for the Goods or where there is any delay resulting from any change of instructions of the Buyer or a failure of the Buyer to give Euroclad adequate information or instructions (including any failure to advise Euroclad of any Delivery Constraint) then Euroclad reserves the right to increase the Total Price to reflect such increase in cost
   4. 4 The Total Price is exclusive of any applicable Value Added Tax, or other State or local taxes, which the Buyer shall be legally liable to pay to Euroclad, and the Buyer shall pay such taxes to Euroclad. Should tax or duties increase after placement of order then any increase will be applied to order value
   5. 5 The cost of any pallets or returnable containers or ancillaries will be charged to the Buyer in addition to the Total Price if they are required to ensure safe delivery of the Goods but full credit will be given to the Buyer provided they are returned undamaged to Euroclad within seven days of delivery.
   6. 6 Euroclad regards a bulk order as a material order only and any requested delivery dates or lead times indicated within quotes or acknowledgements, will be subject to:
      1. 6.1 Manufacturing capacity at the time of requested delivery date
      2. 6.2 Availability of material needed in the manufacture of any products ordered
      3. 6.3 The actual delivery date will be advised by Euroclad as soon as the physical manufacturing drawings have been completed, which can be up to 14 days after receipt of signed off schedules being submitted by Euroclad. This duration is however subject to the workload at the time schedules are submitted and could be longer in extreme cases.
      4. 6.4 Euroclad does not accept liability in any form for delays between delivery date advised and that requested by Euroclad
      5. 6.5 Any material that was bulk ordered and subsequently not converted into product or not used by the buyer within 6 months of the date of the bulk order will be invoiced at the respective quoted per sq/m minus 15%. This material will then be owned by the buyer and can either be collected, or if not collected by the buyer within a period no greater than 3 months from the date of payment for said material, then it will be scrapped by Euroclad.
   7. 7 Euroclad will make every effort to supply quality products to meet buyer requirements, but as in any manufacturing process products are manufactured to tolerances. (even if tighter tolerances are noted on buyers drawings, Euroclad only agree to manufacture within the tolerances laid out below and it is the buyers responsibility to check prior to submission of orders that the tolerances will meet requirements). Euroclad will not accept any liability should components be manufactured outside of tolerances noted on any documentation supplied in buyer orders as the following tolerances will always apply.
      1. 7.1 Products are supplied to the following tolerances on ordered dimensions; (These are key tolerances, for further information please contact Euroclad directly.)
      2. .7.2 On folded corners due to tolerances it is possible that there can be a small “pip” in the corner of the external face. The Euroclad makes every effort to minimise this “pip” but should the height be less than 1.5mm it is not considered a fault. Note: All tolerances are cumulative if drawn cumulatively.
         1. Where joints are butting are shown with no gap, then due to tolerances of assembled parts it is possible that there may be a gap, but this gap will be limited to a maximum of 1.5mm.
         2. Straightness and flatness;
            1. 1. +/- 1.5mm / metre (e.g. 3.6 metre length = +/- 5.4mm)
         3. Transition point on the curve will be within +/- 50mm of the drawn point.
         4. Curves / radii;
            1. Radius +/- 10mm of the required curve at any point on the curves arc, per linear metre of length.
         5. Angular features:
            1. 1. +/- 1.5 degrees.
         6. Linear features:
            1. 1. +/- 3mm for sheet lengths longer than 3 metres.
            2. 2. +/- 2mm for sheets lengths less than 3 metres.
5. Terms of Payment
   1. Euroclad shall be entitled to invoice the Buyer for the Total Price (or, at Euroclad’s sole direction the Goods Price or the Delivery Price) at any time after the Contract is entered into.
   2. Within 30 days of the end of the month of the date of Euroclad’s invoice, the Buyer shall pay the invoiced sum even if delivery has not taken place and the property in the Goods has not passed to the Buyer.  Where the payment days differ from those above these will be stated in the Buyers credit terms with Euroclad.
   3. If the Buyer fails to pay the total of any sum invoiced by Euroclad on the due date stated on the invoice then Euroclad shall be entitled to:
      1. terminate the Contract with immediate effect and/or suspend any further deliveries to the Buyer;
      2. appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other Contract between the Buyer and Euroclad) as Euroclad may think fit (not withstanding any purported appropriation by the Buyer);
      3. charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5% per annum above Barclays Bank Plc base rate from time to time, until payment in full is made with interest to be charged on a daily basis.
   4. Euroclad will not exercise their right to cancel the Contract under clause 5.3 without first notifying the Buyer that he has failed to make payment in full in accordance with these terms of payment and allowing the Buyer three working days from the date of the notification to make the payment in full.  Euroclad may give this notification in writing or orally (including by telephone);
   5. If the Buyer makes payment late then the time for delivery of the Goods may be extended by Euroclad by the same period as the payment was late.
6. Delivery
   1. Delivery of the Goods shall be made by Euroclad to the Delivery address.  Deliveries will be made using articulated vehicles as the standard method of delivery, however, Euroclad may use other vehicle types at Euroclad’s discretion.  If the Buyer has a specific vehicle requirement or if there are any limitations on the size of vehicle used for delivery this must be specified by the Buyer as a Delivery Constraint in the Euroclad Order Confirmation.
   2. Time and date for delivery shall not be of the essence unless previously agreed by Euroclad in writing.  Euroclad will endeavour to deliver the Goods on the Estimated Delivery Date(s) but the Goods may be delivered by Euroclad in advance of the Estimated Delivery Date(s) upon giving reasonable notice to the Buyer.
   3. Euroclad may elect to deliver the Goods in instalments and, where the Goods are to be delivered in instalments, failure by Euroclad to deliver any one or more of the instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
   4. If Euroclad fails to deliver the Goods (where time is of the essence) for any reason other than Force Majeure or any cause beyond Euroclad’s reasonable control or the Buyers fault, and Euroclad is accordingly liable to the Buyer, Euroclad’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest alternative market) of goods of similar specification to the Goods to replace those not delivered over the Total Price of the Goods.
   5. If the Buyer fails to take delivery of the Goods or fails to give Euroclad adequate delivery instructions at the time stated for delivery then, Euroclad may:
      1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
      2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage, insurance and selling expenses) charge the Buyer for any balance due to make payment up to the Total Price.
7. Risk & Property
   1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery at the Delivery address (where Euroclad is to deliver the Goods to the Delivery address) or at Euroclad’s works (where the Buyer is to collect the Goods) or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Euroclad has tendered delivery of the Goods.
   2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until Euroclad has received in cash or cleared funds payment in full of the Total Price and all other goods under any other contract agreed to be sold by Euroclad to the Buyer for which payment is then due.
   3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Euroclad’s fiduciary agent, and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Euroclad’s property.
   4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) Euroclad shall be entitled at any time to require the Buyer to deliver up the Goods to Euroclad and Euroclad shall be entitled to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
   5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Euroclad.
   6. The Buyer shall not be entitled to withhold payment of any amount payable under the Contract to Euroclad because of any disputed claim of the Buyer in respect of defective Goods or any other breach of the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to Euroclad any monies which are not then presently payable by Euroclad for which Euroclad disputes liability.
8. Warranties & Liability
   1. Subject to the conditions set out below Euroclad warrants that at the time of delivery the Goods will correspond with their specification and will be free from defects in material and workmanship for a period of six months from the date of their initial use or six months from delivery, whichever is the first to expire.
   2. The above warranty is given by Euroclad subject to the following conditions:
      1. Euroclad shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer or any failure by the Buyer to install the Goods correctly or failure to comply with Euroclad’s installation guidelines issued from time to time. For the avoidance of doubt, Euroclad is a supplier of Goods and has no input into the design of any project which the Goods maybe incorporated into;
      2. Euroclad shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Euroclad’s instructions (whether oral or in writing), misuse, alteration or repair of the Goods without Euroclad’s approval;
      3. Euroclad shall be under no liability for colour degradation in any materials or components incorporated in the Goods or used in their manufacture;
      4. Euroclad shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Total Price has not been paid by the due date for payment;
      5. If the Buyer makes any material alteration to any of the Goods without Euroclad’s prior written approval then all warranties in the Goods either express or implied shall immediately become void.
   3. The above warranty does not extend to parts, materials or equipment incorporated in the Goods but not manufactured by Euroclad in respect of which the Buyer shall be entitled only to the benefit of any such warranty or guarantee as is given by the manufacturer to Euroclad.
   4. Subject as expressly provided in these Conditions, all warranties, representations, statements, conditions or other terms implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
   5. The Buyer shall within 7 days of the arrival of each delivery of the Goods, notify Euroclad in writing of any defect by reason of which the Buyer alleges that the Goods delivered are not in accordance with the specification and which should be apparent on reasonable inspection.
   6. If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
   7. Notwithstanding any other provision of this Agreement neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Contract, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
   8. If at any time Euroclad claims Force Majeure in respect of its obligations under this Agreement with regard to the supply of the Goods, Euroclad shall be entitled to obtain from any other person such quantity of the Goods as Euroclad is unable to supply and Euroclad shall be entitled to supply those goods to the Buyer and the Buyer shall not be entitled to reject those goods on the basis that they have not been manufactured by Euroclad.
   9. As a condition precedent to any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification the Buyer shall notify Euroclad within 7 days after discovery of the defect or failure.  If the Buyer does not notify Euroclad accordingly, the Buyer shall not be entitled to reject the Goods and Euroclad shall have no liability for any such defect or failure, and the Buyer shall be bound to pay the Total Price as if the Goods have been in accordance with the Contract and any specification.
   10. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Euroclad in accordance with these Conditions, Euroclad shall be entitled to repair or replace the Goods (or the part in question) or at Euroclad’s sole discretion, refund to the Buyer the Total Price where all of the Goods are defective (or a proportionate part of the Goods Price where not all the Goods are defective) but Euroclad shall have no further liability to the Buyer.
   11. Except in respect of death or personal injury caused by Euroclad’s negligence Euroclad shall not be liable to the Buyer for any indirect, special, incidental, economic or consequential loss or damage including, without limitation, loss or damage incurred as a result of loss of time, loss of savings, loss of data, loss of goodwill, loss of business or loss of profits which arise out of or in connection with the supply of the Goods or their use or sale by the Buyer, except as expressly provided in these Conditions and Euroclad’s entire liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage whatsoever, arising out of or in connection with the Contract or otherwise shall not in any event exceed the Total Price of the Goods in respect of any event or series of connected events..
   12. Euroclad shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform, any of Euroclad’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Euroclad’s reasonable control.
9. Indemnity
   1. If any claim is made against the Buyer that the Goods infringe or that their use or sale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, Euroclad shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim against the Buyer provided that:
      1. as a condition precedent to the operation of this indemnity the Buyer notifies Euroclad of the claim (or threatened claim) within five working days of the Buyer becoming aware (or five days of when the Buyer should reasonably have been aware) of the claims, whichever is earlier.
      2. Euroclad is given full control of any proceedings or negotiations in connection with any such claim;
      3. the Buyer shall give Euroclad all reasonable assistance for the purposes of any such proceedings or negotiations and shall comply with Euroclad’s requirements and instructions; and
      4. Euroclad shall be entitled to the benefit of, and the Buyer shall accordingly account to Euroclad for, all damages and costs (if any) awarded in favour of the Buyer.
10. Insolvency of Buyer
    1. This clause applies if:
       1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
       2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
       3. the Buyer ceases or threatens to cease, to carry on business; or
       4. Euroclad reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
    2. If this clause applies then Euroclad shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the Total Price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
    3. If any of the above mentioned events occur as outlined in clauses 10.1.1 – 10.1.3, then the Buyer shall inform Euroclad within 5 business days of such an event occurring. The Buyer is obliged to have adequate insurance run off cover in place for a minimum period of 6 years if any of the events as outlined in clauses 10.1.1 - 10.1.3 occur. If no such cover is in place when a liquidator is appointed then the liquidator is obliged to take out such cover.
11. Export Terms
    1. In these Conditions “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 in particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
    2. Where the Goods are supplied for export from the United Kingdom the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and Euroclad) apply not withstanding any other provision of these Conditions.
    3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and the exportation from the country of manufacture and for the payment of any duties thereon.
    4. The Buyer shall be entitled to attend the testing and inspection of the Goods by Euroclad at Euroclad’s premises before transportation.  Euroclad shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection or which are made after shipment, or in respect of any damage during transit.
    5. Other than as expressly agreed by Euroclad, in writing, payment of all amounts due to Euroclad shall be made by irrevocable letter of credit opened by the Buyer in favour of Euroclad and confirmed by a bank in the United Kingdom acceptable to Euroclad.
12. Disputes
    1. If a dispute or difference arises under this Contract it shall be settled in accordance with the provisions of this clause.
    2. When a dispute arises which one of the Parties requires to be settled in accordance with this clause that party shall give a notice in Writing to the other party stating the nature of the dispute and that the provisions of this clause are invoked.
    3. Direct negotiation
       1. When a Party has given notice under clause 12.2 that a dispute has arisen both Parties shall attempt to settle the dispute amicably by direct negotiation before the commencement of mediation or arbitration.  Within 28 days of the notice given under clause 12.2 representatives of both Parties shall meet to endeavour to settle the dispute.  Both representatives shall have authority of the Part they represent to settle the dispute on the Party’s behalf.  The meeting may take place face to face or by way of telephone or video-conference or similar by agreement between the Parties.  The status of the meeting shall be “without prejudice” unless and until agreement is reached between the representatives.  Unless both Parties agree otherwise mediation may be commenced on or after the twenty eighth day after the day on which the notice under clause 12.2 was given, even if no attempt at direct negotiation has been made.
    4. Mediation
       1. if a dispute or difference arises under this Contract which cannot be resolved by direct negotiations in accordance with clause 12.3 after a period of 28 days then either Party shall give a notice requiring the matter to be referred to mediation;
       2. the Parties shall endeavour to settle the matter by mediation.
    5. Arbitration
       1. Provided that the Parties shall have attempted to settle the dispute in accordance with the procedure set out in this clause as a condition precedent to arbitration, and provided that at least 28 days shall have elapsed since the notice under clause 12.4.1 was given then any dispute or difference between the Parties of any kind whatsoever arising out of or in connection with this Contract shall be referred to arbitration in accordance with the latest version of The London Court of International Arbitration Rates.
       2. Neither Party may refer a dispute to arbitration unless:
          1. The dispute has previously been referred to Mediation in accordance with clause 12.4; or
          2. A period of 28 days has elapsed since the notice requiring mediation under clause 12.4.1 and there has been no mediation or there has been no settlement of the dispute at that mediation.

1. Any arbitration shall be conducted in accordance with the latest version of The London Court of International Arbitration Rates.

1. Where either Party requires a dispute or difference to be referred to arbitration, that Party shall serve on the other Party a notice of arbitration, identifying the dispute and requiring the other Party to agree to the appointment of an arbitrator.  The Arbitrator shall be an individual agreed by the Parties or, failing such agreement within 14 days (or any agreed extension of that period) after the notice of arbitration is served, appointed on the application of either Party by the President of The London Court of International Arbitration, or other individual authorised by the LCIA to make such appointments.

1. The Arbitrator shall, without prejudice to the generality of his powers, have power to rectify this Contract so that it accurately reflects the true agreement made by the Parties, to direct such measurements and/or valuations as may in his opinion be desirable in order to determine the rights of the Parties and to ascertain and award any sum which should be paid by one Party to the other and to determine all matters in dispute which shall be submitted to him.

1. Subject to clause 12.5.7 the award of the Arbitrator shall be final and binding on the Parties save that the Parties agree pursuant to Section 45(2)(a) and Section 69(2)(a) of the Arbitration Act 1996 that either Party may (upon notice to the other Party and to the Arbitrator):
   1. apply to the courts to determine any question of law arising in the course of the reference; and
   2. appeal to the courts on any question of law arising out of an award made in an arbitration under this arbitration agreement.

1. The Parties hereby agree that either Party may (upon notice to the other Party and to the Arbitrator):
   1. apply to the courts to determine any question of law arising in the course of the reference; and
   2. appeal to the courts on any question of law arising out of an award made in an arbitration under this arbitration agreement.

1. The provisions of the Arbitration Act 1996 shall apply to any arbitration under this Contract wherever the same, or any part of it, shall be conducted. The seat of the arbitration shall be London.

13. General
    1. Euroclad is a member of the group of companies whose holding company is Kingspan Group Plc, having its registered office at Dublin Road, Kingscourt, Co.  Cavan, Ireland and accordingly Euroclad may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of Euroclad.
    2. Any notice required to be given to the Buyer under these Conditions shall be in writing addressed to the Buyer at its registered office or principal place of business or last notified email address.
    3. Any notice required to be given to Euroclad shall be in Writing addressed to Euroclad Group Ltd , Wentloog Corporate Park, Cardiff. CF3 2ER, Wales, UK or any other address notified in Writing by Euroclad to the Buyer.
    4. No waiver by Euroclad of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
    5. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
    6. The Contract shall be governed by the laws of England & Wales.
14. Compliance with anti- bribery & corruption laws
    1. The Buyer shall and shall procure that persons associated with it or other persons who are involved in any way with this Contract shall:
       1. comply with all applicable laws, statutes and regulations including but not limited to anti-bribery and anti-corruption legislation as specifically outlined in the UK Bribery Act 2010.
       2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
       3. comply with Euroclad’s Anti- Bribery & Corruption Policy as currently in force and any update thereof a copy of which can be found at www.eurocladgroup.com
       4. maintain in place throughout the term of this Contract adequate policies and procedures under the UK Bribery Act 2010 and inform Euroclad immediately in writing in the case of any breach, investigation of prosecution thereunder;
       5. promptly report to Euroclad any request or demand for any undue financial or other advantage of any kind received by the Buyer in connection with the performance of this Contract; and
       6. immediately notify Euroclad in writing if a foreign public official becomes an officer or employee of the Buyer or acquires a direct or indirect interest in the (and the Buyer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Contract).
    2. For the purpose of this Clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the UK Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the avoidance of doubt, a breach of any of the terms of this Clause shall be a material breach in terms of the Contract.

The Buyer shall indemnify Euroclad against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, Euroclad as a result of any breach of this Clause by the Buyer