Terms & Conditions of Sale

Terms and Conditions

Wolseley
Managed Services
Burdens
Fusion Utilities
Jointing Tech
DHS
Bassetts
Neville Lumb
Ideal Bathrooms
Cascade Pipelines

1. Standard Conditions of Business

4. Standard Conditions of Purchase

5. Standard Privacy Policy

6. Processor Terms

Standard Conditions of Business

TERMS AND CONDITIONS OF SALE FOR GOODS AND SERVICES

("CONDITIONS")

(EFFECTIVE SEPTEMBER 2025)

1. HOW TO READ THESE CONDITIONS

In these Conditions:

1.1. "we" or "us" means the Wolseley Party that enters into the Contract with you;

1.2. “you” means the person who purchases Goods and/or Services from us;

1.3. words and phrases that start with a capital letter have the meanings set out in Condition 23;

1.4. unless the context otherwise requires, words in the singular shall include the plural and vice versa, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.5. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;

1.6. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

1.7. in writing or written includes email but not fax; and

1.8. headings are inserted for convenience only and shall not affect the interpretation of these Conditions.

2. FORMING A CONTRACT

2.1. If we accept your Order (which we may do at our discretion) then a binding Contract between you and us will come into existence.

2.2. Each Contract between you and us shall incorporate your Order, these Conditions and any agreed Special Terms. If there is any conflict or inconsistency between them, then they shall be interpreted in the following order of precedence:

(a) the Special Terms;

(b) these Conditions; and

2.3. Except as set out in Condition 2.4, the terms of the Contract set out the entire agreement between you and us and shall apply to the exclusion of any terms and conditions that you seek to impose, or which could otherwise be implied by trade, custom, practice or course of dealing.

2.4. If the supply of Goods and/or Services to you is in circumstances which would give rise to a Construction Contract within the meaning set out in Part II of the Housing Grants Construction Regeneration Act 1996 then in the event of a conflict the provision of that Act and the Regulations made under them shall prevail over these Conditions to the extent necessary to give effect to that Act but not further or otherwise.

2.5. If we have given you a quotation, estimate or similar (whether in writing or orally) then this is merely an invitation to you to do business with us and not an offer which is capable of being accepted by you. However, if you wish to place an Order based on a quotation, estimate or similar then you must state the date, the reference of that quotation or estimate and the address for delivery.

2.6. Any samples, drawings, descriptive matter, particulars of weight and dimensions or advertising issued by us are approximate only and intended purely as an indication of the Goods and/or Services that we offer and shall not form part of the Contract.

3. COLLECTION AND DELIVERY

3.1. Unless we have agreed in writing to deliver the Goods to you (in which case Condition 3.2 applies), you agree to collect the Goods from Our Premises, within five days from the time that we tell you the Goods are ready for collection. If you fail to collect the Goods within such time then we may (at our option) store the Goods and charge you a fee for doing so or cancel your Order.

3.2. Where we have agreed to deliver the Goods to you, then we shall do so at your cost, using a delivery method chosen by us (at our discretion) and to such address in the United Kingdom as is agreed between you and us or, if no such address is agreed, to any address of yours to which we have previously sent correspondence and/or Goods.

3.3. If we or our agents arrive at the delivery address set out in Condition 3.2 and are unable to deliver the Goods for any reason, then you agree to pay a reasonable additional charge for us to make an additional visit, as well as any costs we incur in storing the Goods.

3.4. If we have given an indication of dates or times for collection or delivery, then you agree that these are estimates only. Time shall not be of the essence in relation to the performance of any of our obligations under the Contract.

3.5. You agree that we will not be liable for any direct or indirect costs or losses that you may suffer or incur directly or indirectly as a result of any delivery or delays to delivery including (but not limited to) where this is caused by events, circumstances or causes beyond our reasonable control or by your failure to give us adequate delivery instructions.

3.6. Delivery shall be deemed to have been completed when the first of the following take place:

(a) the Goods are made available for unloading at the delivery address set out in Condition 3.2;

(b) the Goods are collected by you or any person acting on your behalf; or

(c) the Goods are deposited at the delivery address set out in Condition 3.2 notwithstanding that your representative is not present at the time of deposit.

3.7. You agree to inspect the Goods as soon as reasonably possible after we have delivered them or you have collected them (whichever is the case) and inform us immediately if you discover that the Goods do not comply with your Order or the warranty set out in Condition 10.1.

3.8. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

4. CANCELLATION OF YOUR ORDER

4.1. We only permit you to cancel or change an Order with our prior written consent. If we agree to cancel an Order that includes Services, you shall be liable for any costs we incur in providing those Services up to and including the date of cancellation.

4.2. Where the Goods have already been collected or delivered, we will only accept returns if:

(a) we have agreed in writing;

(b) the Goods are returned within three weeks of collection or delivery;

(d) the Goods have not been customised to your requirements (including cut to size or made-to-measure);

(e) all packaging is unmarked, unlabelled and undamaged;

(f) you provide the invoice number, date and reason for return; and

(g) you agree to pay such reasonable restocking charge as we require.

5. PRICE AND PAYMENT TERMS

5.1. The price for the Goods and Services shall be our standard list price for the Goods and Services at the date of collection or delivery (less any discount that we have previously agreed with you in writing), which (unless otherwise agreed) is exclusive of the cost of packaging, insuring, transporting and storing the Goods for which we may charge additional amounts. You agree that we may vary our prices at any time up to the date of collection or delivery.

5.2. Unless otherwise expressly stated by us in writing, all prices are exclusive of VAT chargeable from time to time.

5.3. You agree to pay our invoices in full (in cleared funds) within 30 days of the end of the month in which the invoice is dated.

5.4. If you are an incorporated entity or a partnership with four or more partners, if you are late in paying our invoices, you agree to pay interest on the overdue amount and compensate us for our debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

This obligation applies whether or not we have obtained a court judgment against you and is in addition to all other rights we have under these Conditions or generally at law. If you are any other type of business and are late in paying, we have legal rights to claim for our losses and to claim statutory interest from you.

5.5. In addition, as soon as you are late in paying any of our invoices, then all our other invoices to you (under all contracts) will become immediately

and automatically due and payable and we will have a right to charge interest as described in Condition 5.4.

5.6. You agree that if you wish to pay our invoice by credit card then we are entitled to add an invoice surcharge to reflect the administrative costs

that we incur in processing commercial credit card payments. The rate of any such surcharge may be found at www.wolseley-terms.co.uk.

5.7. You agree to pay all sums due under the Contract in full and without any set-off, counterclaim, deduction or withholding.

5.8. You agree that we may use any payment made by you to settle any of our outstanding invoices at our discretion, even where you have indicated that a payment relates to a specific invoice.

6. TITLE AND RISK

6.1. Risk in the Goods shall pass from us to you on the completion of delivery or collection.

6.2. If you are an incorporated entity or partnership with four or more partners, title to the Goods shall pass to you only when you have:

(a) paid for the Goods in full (in cleared funds); and

(b) paid for any other goods that we have supplied to you under any contract.

6.3. If you are any other type of business, title to the Goods shall pass to you only when you have paid for the Goods in full (in cleared funds).

Title to all other Goods supplied to you will pass to you, except that we will retain title to all Goods supplied to the extent that those Goods remain in your possession or control and there are any outstanding liabilities to us at any time under any Contract.

6.4. Until title to the Goods has passed to you, you agree to:

(a) store the Goods separately from all other goods and in such a way (with appropriate labelling) that enables them to be readily identified as being our property; and

(b) keep the Goods in a satisfactory condition and insure them for the full price against all usual risks such as accidental damage, fire and theft.

6.5. Subject to Conditions 6.6 and 6.7, we permit you to sell the Goods in the normal course of your business but on the basis that you hold the proceeds of sale on trust for us, and shall account to us for them.

6.6. We may revoke our permission for you to sell the Goods (under Condition 6.5) immediately if:

(a) you are late in settling any of our invoices (under the Contract or any other contract between us) by more than seven days;

(b) any cheque or similar instrument from you is not honoured; or

6.7. Where we have revoked our permission for you to sell the Goods, you shall make the Goods available for us to collect and allow us to enter

your premises in order to do so, with no liability to account to you for any damage that we may cause.

7. SERVICES

Where we provide Services, you shall:

7.1. co-operate with us in all matters relating to the Services;

7.2. provide us and our employees, agents, consultants and subcontractors with, or procure for us and our employees, agents, consultants and subcontractors to have, access to the premises to which the Services relate and any other facilities reasonably required by us to provide the Services;

7.3. provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

7.4. prepare the premises to which the Services relate for the supply of the Services;

7.5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

7.6. comply with any additional obligations we make known to you during our provision of the Services.

8. TERMINATION AND SUSPENSION

8.1. In addition to any other rights we may have available to us (whether under these Conditions or generally at law), we may terminate the Contract or any other contract between us, in full or partially, or stop performing our obligations under any such contract if:

(a) you fail to pay on time any money that you owe to us (under the Contract or any other contract between us);

(b) you refuse to take delivery or collect any of the Goods as required by the Contract;

(d) you breach the Contract in any way;

(e) you or your customer refuse to permit or hinder performance of the Services; or

(f) you or your customer otherwise (by any act or omission) prevent or delay us from performing any of our obligations under the Contract, together, a "Customer Default".

8.2. If our performance of any of our obligations under the Contract is prevented or delayed by a Customer Default, you agree that we shall not be liable for any direct or indirect costs or losses that you may suffer or incur directly or indirectly as a result of our failure or delay to perform any of our obligations pursuant to Condition 8.1, and you agree to reimburse us on written demand for any direct or indirect costs or losses we suffer or incur directly or indirectly as a result of the Customer Default.

8.3. We may terminate, in full or partially, or suspend our obligations under the Contract where we experience supply shortages. In such circumstances, the Contract shall be varied so that your obligation to purchase Goods under the Contract shall remain binding to the extent that we are able to meet your Order.

8.4. We will operate an overall exposure limit in relation to you. This will be the maximum amount of unpaid Goods or Services we will supply to you. If you reach this limit, we may refuse to supply further Goods or Services to you. We shall be entitled to require as a condition of resuming performance under the Contract the payment by you of any or all of the sums that you owe to us under any contract.

8.5. If we suspend performance of our obligations because of any of the events specified in Condition 8.1 and/or pursuant to Condition 8.3, then we may require you to make a pre-payment of any charges under the Contract or provide us with some other form of security as a condition of us resuming performance of our obligations. In addition, if any of the events specified in Condition 8.1 occur then you agree that we will have a general lien over all monies and other property of yours that we have in our possession for any sums due to us from you.

9. CONSEQUENCES OF TERMINATION

9.1. On termination of the Contract for any reason you shall immediately pay all of our outstanding invoices and interest and, in respect of any Goods and/or Services supplied but for which no invoice has been issued, we shall issue an invoice which shall be payable by you immediately on receipt.

9.2. If you fail to settle any invoices and interest in accordance with Condition 9.1, you shall return any Deliverables and/or Goods to us and, if you do not return them, we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.

9.3. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10. WARRANTY

Goods

10.1. Subject to Condition 10.3, we warrant that for a period of 12 months from delivery or collection the Goods shall:

(a) be of satisfactory quality and free from material defects in materials and workmanship;

(b) be free from material defects in design (except where the design was provided to us by you or on your behalf); and (c) conform in all material respects with their description.

10.2. If the Goods do not comply with the warranty set out in Condition 10.1 then our only obligation under the Contract or otherwise is to repair or replace any non-complying Goods or to refund the price you have paid for them, at our option, but only if:

(a) you notify us in writing as soon as possible and in any event within seven days after you discover that the Goods do not comply with the warranty set out in Condition 10.1; and

(b) you give us a reasonable opportunity to inspect the relevant Goods and for that purpose, at our request, you will return the Goods to us promptly at your risk and expense.

10.3. We will have no liability under the warranty set out in Condition 10.1 if:

(a) the Goods have not been stored correctly and safely;

(b) you or anyone else has altered or attempted to repair the Goods;

(c) the Goods have not been used, serviced or maintained correctly and in accordance with any recommendations made by us or in accordance with the purpose intended by the manufacturer of the Goods; or

(d) the Goods have been fitted or incorporated into any parts, components, accessories or other equipment except in accordance with good industry practice, our recommendations or the recommendations and instructions of the manufacturer of the Goods.

10.4. You agree that it is your responsibility to ensure that the Goods you have ordered are fit for the purpose for which you want to use them. For that reason, we give no warranty (and no warranty shall be implied) that the Goods are fit for any particular purpose.

10.5. At your request, we shall use our reasonable endeavours to transfer to you the benefit of any guarantee in respect of the Goods available from the manufacturer, but we reserve the right to require you to pay our costs of doing so.

10.6. We may, at our sole election, agree to assist you to register the Goods for extended manufacturer warranties on behalf of you or your customer. You agree that we shall not be liable for any direct or indirect costs or losses that you or your customer suffer or incur directly or indirectly as a result of any unsuccessful applications for extended manufacturer warranties.

Services

10.7. We warrant that we will provide the Services using reasonable care and skill.

10.8. We agree to use reasonable endeavours to perform the Services in accordance with any time frames that you have made known to us in writing or that we have previously communicated to you, but you agree that any such times are estimates only and time shall not be of the essence for the performance of the Services.

10.9. You agree that it is your responsibility to ensure that the Services to be provided are fit for your purposes. For that reason, we give no warranty (and no warranty shall be implied) that the Services are fit for any particular purpose.

10.10. If, in our reasonable opinion, the Services do not materially comply with the warranty set out in Condition 10.7 then our only obligation under the Contract or otherwise is to re-perform the relevant Services or to refund the price you have paid for them.

11. LIMITATION OF LIABILITY

11.1. Nothing in these Conditions limits our liability for:

(a) death or personal injury resulting from our negligence, or the negligence of our employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(c) a breach by us of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

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

11.2. Subject to Condition 11.1, you agree that your only remedy for:

(a) a failure by the Goods to comply with the warranty in Condition 10.1 is as set out in Condition 10.2; and

(b) a failure by the Services to comply with the warranty in Condition 10.7 is as set out in Condition 10.10, and you agree that it is therefore your responsibility to obtain suitable policies to insure against any liability arising from your use of the Goods and/or Services.

11.3. Except as set out in Conditions 3.5, 10.2 and 10.10, and subject to Conditions 11.1, 11.2 and 11.4, our liability for all claims under any Contract shall be limited to the price of the Goods and/or Services to which the claim relates or, if higher, the amount of money that we are able to recover from the manufacturer of the relevant Goods (having deducted our costs of recovering that money).

11.4. We shall in no circumstances be liable to you for any (i) indirect or consequential loss, (ii) loss of actual, expected or anticipated profit or savings, (iii) loss or corruption of data, (iv) loss of production, (v) loss of, or damage to, goodwill, (vi) loss of opportunity, business, agreements or contracts, (vii) loss or damage arising out of your special circumstances and (viii) loss which would not have arisen if you had complied with your obligations in Condition 3.7.

11.5. The Conditions implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.6. This Condition 11 shall remain in force even after the Contract has come to an end for whatever reason.

11.7. Any Original Equipment Manufacturer (OEM) part numbers provided by us are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.

12. INTELLECTUAL PROPERTY

12.1. Except as expressly provided in this Condition 12, you shall have no other rights whatsoever in respect of our Intellectual Property Rights.

12.2. All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services (other than Intellectual Property Rights in any materials provided to us by you) shall be owned by us.

12.3. You grant us a fully paid-up, worldwide, non-exclusive, royalty-free licence for the term of the Contract to copy and modify any materials provided by you to us for the purpose of providing the Goods and/or Services to you. This licence is transferable and sub-licensable within our Group and shall terminate automatically on the expiry or termination of the Contract.

12.4. We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence for the term of the Contract to copy the Deliverables (excluding any materials provided by you) for the purpose of receiving and using the Services and the Deliverables in your business. This licence is not transferable or sub-licensable without our prior written consent and shall terminate automatically on the expiry or termination of the Contract.

12.5. Where the Goods are manufactured or altered in any way (by us or on our behalf) in accordance with your specification, direction or instructions, or where we provide Services in accordance with your specification, direction or instructions, you agree to indemnify us and hold us (and any other Wolseley Party) harmless against all losses (whether direct, indirect or consequential), damages, costs and expenses awarded against us or incurred by us and whether, wholly or partially, resulting directly or indirectly from any claim that we or any other Wolseley Party have infringed the Intellectual Property Rights of any person.

13. FORCE MAJEURE

We shall have no liability whatsoever for any failure to perform, or for any delay in the performance of, any of our obligations under the Contract where this arises wholly or in part from events, circumstances or causes beyond our reasonable direct control, including as a result of a Customer Default.

14. ANTI BRIBERY AND CORRUPTION

14.1. You shall not, and you shall procure that your directors, employees, agents, representatives, contractors and subcontractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery or anti-corruption laws, regulations and codes, including the Bribery Act 2010.

14.2. You agree that you have put in place adequate procedures designed to prevent any person working for or engaged by you or any other person in any way connected to the Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anticorruption laws, regulations and codes, including the Bribery Act 2010.

14.3. Any breach by you of this Condition 14 entitles us to terminate the Contract by written notice with immediate effect.

15. MODERN SLAVERY ACT

We agree to comply with:

15.1. the requirements of the Modern Slavery Act 2015 including, where applicable, the requirement to publish a supply chain transparency statement under Section 54 of the Modern Slavery Act 2015; and

15.2. our own compliance policies in connection with the Modern Slavery Act 2015.

16. CONFIDENTIALITY

16.1. You agree to:

(a) keep Wolseley Confidential Information confidential and only disclose it to those of your employees, agents, representatives and contractors who need to know it in order for you to receive Goods and/or Services from us under the Contract; and

(b) on our request, promptly return to us all documents and other materials that we have provided to you.

16.2. You may disclose Wolseley Confidential Information without breaching this Condition 16 if you are required to by law, a court of competent jurisdiction or any governmental or regulatory authority, but you agree to tell us in advance and take commercially reasonable steps to avoid or limit such disclosure.

16.3. This Condition 16 shall remain in force even after the Contract has come to an end for whatever reason.

17. EXPORT

17.1. You agree that this Condition 17 applies where we supply you with Goods for export outside of the United Kingdom (regardless of whether or not we were aware that the Goods would be exported).

17.2. Unless we have agreed otherwise in writing, we shall provide the Goods ex works (EXW) in accordance with the ICC (International Chamber

of Commerce) 2020 Rules for the Use of Domestic and International Trade Terms.

17.3. You agree to reimburse us on written demand for any expenses we incur in providing the Goods for export, including:

(a) postage, packaging, carriage, freight, and handling charges;

(b) insurance;

(d) any customs or other duties incurred in respect of the sale, export and import of the Goods.

17.4. You agree that:

(a) you are responsible for complying with all applicable laws relating to the possession, use, import, export, or resale of the Goods;

(b) you are responsible for obtaining, promptly and at your own cost, all licences and other consents in relation to the Goods that are required from time to time and, if we request, you agree to provide copies to us in advance of any export taking place;

(c) if for any reason you do not obtain all necessary licences or other consents in relation to the Goods then this does not relieve you of your obligation to pay for the Goods;

(d) we do not warrant that the Goods will be eligible for any licences or consents in any destination;

(e) you will not export or re-export the Goods in a manner contrary to applicable export laws of any jurisdiction into or through which the Goods are to be transported, including supplying the Goods to any entities or countries which are subject to sanctions or are ineligible to purchase the Goods under such laws; and

(f) you will ask us in advance in writing if you require us to assist you with preparing any documents to allow you to export the Goods in compliance with any relevant laws.

17.5. Unless we have agreed otherwise, all payments made by you for the Goods will be in pounds sterling in cleared funds.

17.6. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply.

17.7. If you do not have an address for service within the United Kingdom, you agree to provide us with written details of your designated service

agent within the United Kingdom on request. You irrevocably appoint and authorise your designated service agent to accept service on your behalf of all legal process. Service on your designated service agent (or any such substitute) shall be deemed to be service on you.

18. DATA PROTECTION

For the purposes of this Condition 18, the following definitions apply:

Controller, Personal Data, Processing and Processor shall have the meanings given to them in the UK GDPR (and Processes shall be construed accordingly).

Data Privacy Laws means all laws and regulations relating to data protection, privacy, the use of information relating to individuals and the information rights of individuals including the Data Protection Act 2018, the UK GDPR, the Regulation of Investigatory Powers Act 2000, the

Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable rules, requirements, directions, guidelines, advice, formal or

informal guidance, codes of practice, policies, recommendations, measures and publications issued by the Information Commissioner’s Office and any other relevant regulator and/or industry body (in each case in any relevant jurisdiction(s)), in each case as may be replaced, extended or amended from time to time.

UK GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

18.1. For the purposes of the Contract, the parties acknowledge that each party shall act in the capacity of Controller in relation to the Personal Data that it Processes and that neither party shall act in the capacity of a Processor in respect of Personal Data to which the other party is the Controller for the purposes of the Contract. Each party, when performing its obligations under the Contract, shall comply with its respective obligations under Data Privacy Laws.

18.2. You agree that you have obtained all necessary rights, permissions and consents prior to disclosing any Personal Data to us.

18.3. We will comply with our Privacy Policy in relation to any Personal Data we collect about you. A copy of the Privacy Policy can be found at www.wolseley-terms.co.uk

18.4. If at any time we act as the Processor of any Personal Data on behalf of you, our Data Processor Terms shall apply and shall be incorporated into these Conditions as if the same were set out here in full. A copy of our Data Processor Terms can be found at www.wolseley-terms.co.uk

19. ENVIRONMENTAL AND RECYCLING

19.1. You are responsible for dealing with all items of waste electrical and electronic equipment that we supply to you in accordance with the Waste Electrical and Electronic Equipment Regulations 2013, in particular regarding its treatment, recycling and environmentally sound disposal.

19.2. Unless we have informed you otherwise, you shall be responsible for dealing with all packaging that we provide to you in an environmentally sound manner.

20. ENTIRE AGREEMENT

20.1. The Contract sets out the entire agreement between you and us, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

20.2. We each acknowledge that in entering into the Contract you and we are not relying on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in the Contract.

20.3. Nothing in this Condition 20 shall limit or exclude any liability for fraud.

21. THIRD PARTIES

These Conditions do not create any right or remedy enforceable by any person under the Contracts (Rights of Third Parties) Act 1999.

22. GENERAL MATTERS

22.1. Unless we have agreed in writing in advance, you are not permitted to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.

22.2. Any notices required to be given in writing under the Contract shall be given by first class post addressed to the registered office of the party to whom it is sent. Notices may not be given by fax or email.

22.3. If any provision or part-provision of the Contract (including these Conditions) is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition 22.3 shall not affect the validity and enforceability of the rest of the Contract.

22.4. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

22.5. The Contract shall not create an agency or partnership between you and us.

22.6. No variation of or addition to the Contract (including these Conditions), whether written or oral, shall have effect unless and until agreed in writing by a duly authorised manager of both parties to the Contract.

22.7. The Contract and any dispute or claim under it (including non-contractual disputes and claims) shall be constructed according to and be governed by the laws of Scotland or the laws of England and Wales depending upon the location of the point of delivery and any dispute shall be referred to the Courts of Scotland or England and Wales accordingly.

23. DEFINED TERMS

In these Conditions, the following definitions apply:

Affiliate means, in relation to any entity, that entity and any entity Controlling, Controlled by, or under common Control with, the relevant entity.

Contract means the contract between you and us for the supply of Goods and/or Services as described in Condition 2.2.

Control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, and Controlling and Controlled shall be construed accordingly.

Customer Default shall have the meaning given in Condition 8.1.

Deliverables means all documents, products and materials delivered or to be delivered by us as part of or in relation to the Services.

Goods means the products which are the subject of an Order.

Insolvency Event means:

(a) (where you are a company or a limited liability partnership) you convene a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) your creditors or you are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed (or notice of intention to appoint such an officer or administrator is made) in respect of all or a part of your business or assets or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of your business or for the making of an administration order;

(b) (where you are an individual) you (or if you are a partnership any of the partners) die or are made bankrupt or have a petition for

bankruptcy issued against you or are unable to pay your debts within the meaning of Section 268 of the Insolvency Act 1986 or a proposal is made for a composition scheme or an arrangement is made with (or an assignment for the benefit of) your creditors;

(d) you suspend or cease, or threaten to suspend or cease, carrying on all or a significant part of your business; or

(e) we have reasonable doubts as to your solvency.

Intellectual Property Rights means:

(a) patents (including rights in, and/or to, inventions);

(b) trademarks, service marks, trade names and business names (in each case including rights in goodwill attached thereto);

(d) rights in and/or to internet domain names and website addresses;

(e) copyright (including future copyright);

(f) database rights;

(g) rights in and to confidential information (including know how and trade secrets); and

(h) all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country

or jurisdiction and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of England and Wales or in any other jurisdiction.

Order means an order placed by you for Goods and/or Services.

Our Premises means the location mentioned in our quotation or any order acknowledgment in respect of the Goods or as otherwise notified to you by us.

Services means any services, including the Deliverables, provided by us to you (whether or not you also purchase Goods from us).

Special Terms means any terms in addition to these Terms which we agree with you in writing.

Wolseley Confidential Information means our (and any other Wolseley Party’s) non-public, confidential or proprietary information, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or

rebates, whether disclosed orally or in writing, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential". Wolseley Party means Wolseley UK Limited (company number 00636445) or any of its Affiliates from time to time.

STANDARD CONDITIONS OF PURCHASE

TERMS AND CONDITIONS OF PURCHASE FOR GOODS AND SERVICES

("CONDITIONS")

(EFFECTIVE SEPTEMBER 2025)

1. HOW TO READ THESE CONDITIONS

In these Conditions:

1.1. "we" or "us" means the Wolseley Party that enters into the relevant Order with you as the purchaser of the Goods and/or Services;

1.2. "you" means the person who supplies or is required to supply the Goods and/or Services to us, as specified in the Order;

1.3. words and phrases that start with a capital letter have the meanings given in Condition 21;

1.7. in writing or written includes email but not fax; and

1.8. headings are inserted for convenience only and shall not affect the interpretation of these Conditions.

2. CONTRACT FOR GOODS AND/OR SERVICES

2.1. These Conditions set out the terms and conditions under which you shall supply the Goods and/or Services to us for the benefit of all Wolseley Parties from time to time. These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate in any invoice, delivery note or other similar document, or which are implied by trade, custom, practice or course of dealing. Each of these Conditions applies to the supply of both Goods and/or Services except where the application to one or the other is specified.

2.2. An Order constitutes an offer by us to purchase the Goods and/or Services in accordance with these Conditions. You shall be deemed to accept an Order, and a separate Contract shall come into existence, on the earlier of your written acceptance of the Order and you starting or continuing to fulfil the Order.

2.3. We may amend, vary or cancel any Order by written notice to you at any time without liability before the relevant part of the Order is fulfilled, and you shall be deemed to accept any changes to an Order on receipt of such written notice.

3. SUPPLY OF GOODS AND/OR SERVICES

3.1. You warrant, undertake and represent that the Goods and any Deliverables:

(a) will be sold to us with good title and free from any lien or encumbrance;

(b) shall conform in all respects with any samples supplied to us and no such Goods shall vary from such samples unless expressly agreed in writing between us and you;

(c) shall conform to their description, the Specification, and the quality, quantity, description and other particulars stated in the relevant Order or (in the absence of any applicable Specification) any specification which may be inferred from your description of the Goods;

(d) shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), fit for any purpose held out by you and any purpose expressly or impliedly made known to you by any Wolseley Party, and each Wolseley Party relies on your skill and judgment in this respect; and (e) be free from defects (including latent defects) in design, materials and workmanship.

3.2. To the extent that you have designed or will design the Goods, you:

(a) shall be responsible for the design of the Goods;

(b) shall be responsible for the selection of components and materials in relation to the Goods;

(c) shall exercise, and will continue to exercise, all reasonable skill, care and diligence to be expected of a competent professional designer who is experienced in carrying out such work for projects of a similar size, complexity and nature to the project for which the Goods are intended; and

(d) warrant and undertake that the Goods will perform satisfactorily.

3.3. To the extent that you have manufactured or will manufacture the Goods, you:

(a) shall manufacture the Goods using all reasonable skill and care in accordance with best industry practice;

(b) confirm that you are approved to, and shall at all times comply with, ISO9001 and ISO14001 standards; and

(c) shall ensure that the manufacture of the Goods shall comply with all relevant Regulatory Requirements including, without limitation, all applicable laws and regulations relating to your employees, their welfare, safety and working environment.

3.4. You warrant, undertake and represent that the Services:

(a) will be delivered in accordance with the Specification and with all reasonable skill and care and the highest standards attained by companies offering services the same or comparable to the Services; and

(b) will be carried out by suitably qualified and competent persons.

3.5. You shall:

(a) co-operate with us and comply with our reasonable instructions;

(b) comply with, and ensure that your employees, consultants and subcontractors comply with, all health and safety rules and regulations

and any security requirements that apply at the Delivery Location and at any premises at which the Services are to be performed;

(c) notify us as soon as you become aware of any health and safety hazards or issues which arise in relation to the Goods and/or

Services;

(d) obtain, and at all times maintain, all necessary permissions, authorisations, permits, licences and consents required under or in

connection with your obligations in the relevant Contract;

(e) comply with all relevant legislation and Regulatory Requirements in relation to the Contract;

(f) supply the Goods and/or provide the Services at the sites and times specified by us;

(g) only use equipment which is in good working order, fit for purpose and conforms to all relevant standards, or our reasonable requirements;

(h) ensure that the Goods and/or Services comply with all relevant Regulatory Requirements, and (i) provide us with evidence of such compliance on our request and (ii) notify us immediately of any actual or suspected breach;

(i) promptly provide any and all support as required by us, at no additional charge, in relation to any product issues and/or warranty claims which arise in connection with the Goods and/or Services.

3.6. You shall promptly notify us in writing upon becoming aware of any changes to the design, manufacture or specification of the Goods, or if you become aware that the Goods may be discontinued or become obsolete.

4. DELIVERY

4.1. Unless otherwise agreed between us and you, delivery of an Order shall be completed when you unload those Goods comprised within an Order at the Delivery Location ("Delivery") at which point title and risk in the Goods shall pass to us (subject to title having passed to us earlier in accordance with Condition 4.12).

4.2. Unless stated to the contrary in any Order, Delivery of the Goods shall be delivery duty paid (DDP) to the Delivery Location in accordance with the ICC (International Chamber of Commerce) 2020 Rules for the Use of Domestic and International Trade Terms.

4.3. Time is of the essence in respect of deliveries of the Goods and performance of the Services. Such Delivery and performance shall be on the times and dates specified in the relevant Order and otherwise shall be made during normal business hours, or as instructed by us.

4.4. At any time prior to Delivery, we may inspect and test the Goods in accordance with Condition 10.3. If the inspection or testing indicates that the Goods do not, or are unlikely to, conform to the Contract, you shall rectify such non-conformity prior to Delivery. No inspection or testing by us shall constitute acceptance that the Goods meet the requirements of the Contract.

4.5. All Goods shall be securely packed free of charge. You shall submit full instructions for use and clear warnings with respect to anything which

may reasonably be done or omitted to be done in relation to the Goods which could render them unsafe or unfit.

4.6. We may reject any Goods delivered which do not accord with the Contract and shall not be deemed to have accepted any Goods without a reasonable time to inspect them following Delivery or, if later, within a reasonable time after latent defects in the Goods become apparent.

4.7. Goods may only be delivered by instalments as instructed by us, in which case the Contract will be treated as a single contract and not severable. If Goods are delivered to us in excess of the quantities ordered, we shall not be obliged to pay for any excess, which shall remain at your risk (and title shall remain with you) and shall be returned at your cost.

4.8. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by you to deliver any one instalment on time or at all or any defect in an instalment shall entitle us to the remedies set out in Condition 5.

4.9. Where the Goods are to be imported into the UK, you shall obtain all export and import certificates, permissions and licences required.

4.10. You shall be responsible for any Goods and Wolseley Materials stored at your premises and, where such items belong to us, they shall at all times be kept separate and clearly identified as such. You shall ensure the security of, and preserve the quality of, any Goods and Wolseley Materials while in storage including, without limitation, by keeping them in clean and dry conditions.

4.11. We shall not be obliged to return any packaging material. However, the proper recovery/recycling of waste resulting from electrical and/or electronic Goods will be managed by you at no additional cost to us (other than the reasonable costs of transport).

4.12. If we resell the Goods prior to title passing, we shall do so in accordance with this Condition 4 and title to the Goods shall pass from you to us immediately before the time at which resale by us occurs. We may only resell the Goods before title has passed if such a sale is a sale of your property on our own behalf as principal (not as your agent), made in our ordinary course of business.

5. REMEDIES

5.1. If the Goods are not delivered or the Services not provided by the due date set out in the Order or as otherwise instructed by us, then, without limiting any other rights and remedies of any Wolseley Party, and whether or not we have accepted the Goods and/or the Services, we may (at our option) exercise any one or more of the following remedies:

(a) terminate the Contract;

(b) refuse any late Delivery of the Goods which you attempt to make; and/or

(c) claim damages for any other costs, claims, loss, damages, liabilities and/or expenses incurred by us which are in any way attributable to your failure to carry out your obligations under the Contract (including but not limited to any costs incurred by us in obtaining substitute goods and/or remedial services from a third party).

5.2. If the Goods are not supplied in accordance with, or the Services do not comply with, the provisions of Condition 3 then, without limiting any other rights and remedies of any Wolseley Party, and whether or not we have accepted the Goods and/or the Services, we may (at our option) exercise any one or more of the following remedies:

Please always refer to the WOlsleey Terms and Conditions for the latest version of this policy: Wolseley UK – Terms

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