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    Sales Terms & Conditions

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    Surrey Marble & Granite Company Limited

    Terms and Conditions 2021

    The customer’s attention is drawn in particular to the provisions of clause 15

    1. Interpretation

    1.1 The following definitions and rules of interpretation 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 as amended from time to time in accordance with clause 23

    Contract: the contract between Surrey Marble and the Customer for the supply of Goods and Services in accordance with these Conditions.

    Customer: the person or firm who purchases the Goods and Services from Surrey Marble.

    Force Majeure Event: has the meaning set out in clause 18

    Goods: the goods (or any part of them) set out in the Order.

    Order: the Customer’s order for Goods and Services as set out in the Customer’s written acceptance of Surrey Marble’s quotation.

    Services: the services, supplied by Surrey Marble to the Customer as set out in the Specification.

    Specification: the description or specification of the Goods and Services provided in writing by Surrey Marble to the Customer. This includes the template which provides information about how the Goods will be installed.

    Surrey Marble: Surrey Marble & Granite Company Limited (registered in England and Wales with company number 04051412)

    1.2 Interpretation:

    (a) A reference to legislation or a legislative provision:

    (i) is a reference to it as amended, extended or re-enacted from time to time; and

    (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

    (b) 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.

    (c) A reference to writing or written includes fax and email.

    2. Conditions

    2.1 These are Conditions on which Surrey Marble shall supply its Services to the Customer.

    2.2 The Customer shall read these Conditions carefully before it submits its Order to Surrey Marble. These Conditions tell the Customer who Surrey Marble is, how Surrey Marble will provide Services to the Customer, how the Customer and Surrey Marble may change or end the contract, what to do if there are problems and other important information.

    3. Information about us and how to contact us

    3.1 We are Surrey Marble, established in England and Wales. Our principal place of business is Units 2-4, Fernhurst Business Park, Henley Common, Fernhurst, West Sussex, GU27 3HB.

    3.2 You can contact Surrey Marble by telephoning 01428 651 940 or by writing to us at sales@surreymarbleandgranite.co.uk and our principal place of business.

    3.3 If Surrey Marble have to contact the Customer, we will do so by telephone or by writing to the Customer at the email address or postal address provided to us in the Order.

    4. Basis of the contract

    4.1 The Order constitutes an offer by the Customer to purchase Goods and Services in accordance with these Conditions.

    4.2 The Order shall only be deemed to be accepted when Surrey Marble issues written acceptance of the Order (“Order Confirmation”) at which point, and on which date the Contract shall come into existence.

    4.3 If Surrey Marble are unable to accept your Order, we will inform you of this in writing and will not charge you for the Goods. This might be because the Goods are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Goods or because we are unable to meet a delivery deadline you have specified.

    4.4 Any samples, drawings, descriptive matter or advertising issued by Surrey Marble and any descriptions of the Goods or illustrations or descriptions of the Services contained in Surrey Marble’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

    4.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

    4.6 Surrey Marble intends to rely on these Conditions and the Order. If the Customer thinks there is a mistake or they require any changes, the Customer is advised to put these in writing to Surrey Marble.

    4.7 Any quotation given by Surrey Marble shall not constitute an offer.

    5. Goods

    5.1 The Goods are described in the Specification and template provided to the Customer.

    5.2 Surrey Marble reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement and Surrey Marble shall notify the Customer in any such event.

    5.3 The Order will reflect all Goods and Services priced within the scope of works to be carried out.

    5.4 Goods and Services required that are not contained within the Order Confirmation will not be included in the final installation unless specified in writing.

    5.5 The date of template will be included in the Order. If this is delayed and Surrey Marble are not notified 2 weeks prior to the specified date, we reserve the right to re-schedule to our next available slot. In some cases, this may be up to 30 days from the original booking.

    6. Your rights to make changes

    6.1 If you wish to make a change to the Goods and Services you have ordered please contact us in writing. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Goods and services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Contract (see clause 16).

    7. Delivery of Goods

    7.1 The costs of delivery will be notified to you before you place your Order.

    7.2 Surrey Marble shall, if applicable, ensure that it states clearly on the delivery note any requirement for the Customer to return any packaging material to Surrey Marble

    7.3 Surrey Marble shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after Surrey Marble notifies the Customer that the Goods are ready.

    7.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

    7.5 Any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence.

    7.6 If the Customer fails to accept delivery of the Goods within three Business Days of Surrey Marble notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Surrey Marble’s failure to comply with its obligations under the Contract in respect of the Goods:

    (a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which Surrey Marble notified the Customer that the Goods were ready; and

    (b) Surrey Marble shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance)

    7.7 If ten Business Days after the day on which Surrey Marble notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Surrey Marble may resell or otherwise dispose of part or all of the Goods.

    7.8 Surrey Marble may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.

    8. Quality of Goods

    8.1 Surrey Marble warrants that on delivery, and for a period of 30 days from the date of delivery the Goods shall:

    (a) conform in all material respects with their description and any applicable Specification, subject to:

    (i) due to the nature of the materials used for the Goods, Surrey Marble can only guarantee an accuracy tolerance of +/- 3mm;

    (ii) unless specifically stated in the Order Confirmation, veined materials will not be book matched;

    (iii) natural materials often contain fissures and small pits. Where materials allow, these areas will be avoided. In some cases, these may be apparent in the final installation. In all Carrara marble installations, these areas will be apparent;

    (iv) colour discrepancies of up to 3mm in diameter will be deemed acceptable in all materials;

    (v) many materials vary in tone and colour from selected samples. Surrey Marble will not be held responsible for these variations.

    (b) Subject to clause 8.1(a) be free from material defects in design, material and workmanship;

    (c) Subject to clause 8.1(a), be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

    (d) Subject to clause 8.1(a), be fit for any purpose held out by Surrey Marble.

    (e) This warranty is separate from warranties supplied by the individual branded Quartz, porcelain, and sintered stones. As laid out on the relevant brands websites

    8.2 Subject to clause 8.3, if:

    (a) the Customer gives notice in writing to Surrey Marble during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;

    (b) Surrey Marble is given a reasonable opportunity of examining such Goods; and

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    (c) the Customer (if asked to do so by Surrey Marble) returns such Goods to Surrey

    Marble’s place of business at the Customer’s cost Surrey Marble shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

    8.3 Surrey Marble shall not be liable for the Goods’ failure to comply with the warranty

    set out in clause 8.1 if:

    (a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 8.2

    (b) the defect arises because the Customer failed to follow Surrey Marble’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

    (c) the defect arises as a result of Surrey Marble following any drawing, design or specification supplied by the Customer;

    (d) the Customer alters or repairs such Goods without the written consent of Surrey Marble;

    (e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions; or

    (f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulation standards.

    8.4 Except as provided in this clause 8, Surrey Marble shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.

    8.5 These Conditions shall apply to any repaired or replacement Goods.

    9. Title and Risk

    9.1 The risk in the Goods shall pass to the Customer on completion of delivery.

    9.2 Title to the Goods shall not pass to the Customer until Surrey Marble receives payment in full for the Goods.

    9.3 Until title to the Goods has passed to the Customer, the Customer shall:

    (a) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as Surrey Marble’s property;

    (b) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

    (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full prices on Surrey Marble’s behalf from the date of delivery;

    (d) notify Surrey Marble immediately if it becomes subject to any of the events listed

    in clause 17.1

    (e) give Surrey Marble such information as Surrey Marble may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.

    9.4 At any time before the title to the Goods passes to the Customer, Surrey Marble may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

    10. Supply of Services

    10.1 Surrey Marble shall supply the Services to the Customer in accordance with the specification in all material respects.

    10.2 Surrey Marble shall use all reasonable endeavors to meet any performance dates for the Services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

    10.3 Surrey Marble reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Surrey Marble shall notify the Customer in any such event.

    10.4 Surrey Marble warrants to the Customer that the Services will be provided using reasonable care and skill.

    10.5 The Surrey Marble installations team are not trained or permitted to deal with gas/plumbing connections and so will not carry out these works.

    10.6 It is the responsibility of the Customer to be present at the completion of installation to confirm that everything is of expected standard and acceptable.

    10.7 If the Customer is not present, then the installed product is deemed accepted by the Customer.

    10.8 Unless otherwise specified, Surrey Marble will position templates on required slabs as they see fit.

    10.9 Surrey Marble will not be held responsible for damage to surface or surrounding areas reported after our installation team has left the site.

    10.10 Stone installations will not be protected after installation as this damages areas of wet silicone.

    10.11 Surrey Marble will not be held responsible for staining of natural materials after installation.

    10.12 Although natural materials will be fully sealed when installed, further upkeep will be the responsibility of the Customer. Detailed instructions of care can be found on the Surrey Marble website.

    10.13 The material ‘marble’ does have limitations with staining, scratching and etching. Surrey Marble can detail this in writing. If this is not requested, it is assumed that the Customer is aware and accepts this.

    10.14 Quartz care and warranty detail will be found on the brand’s own website.

    10.15 Surrey Marble will require the Customer to be present upon completion of templates.

    If the Customer is not present on completion of survey, Surrey Marble will deem that we are authorised to make final design decisions and will not be responsible for items templated in a manner not expected.

    10.16 Upon completion of templates, the Customer’s room should be clear from other trades where possible.

    10.17 Any existing or temporary surfaces must be removed prior to template.

    10.18 All undermounted sinks must be in position and supported within the cabinetry. If this is not carried out, we reserve the right to reschedule the survey date and invoice for our initial visit.

    10.19 Hobs must be on site and available. Unless stated in the Order Confirmation, Surrey Marble will assume that these are to be surface mounted, not flush.

    10.20 All units and end panels must be fixed to the wall, level and in their final position.

    10.21 Under no circumstances should any cabinetry be moved between template and installation.

    10.22 If you do not allow us access to your property to perform the Services as arranged

    (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the Contract.

    11. Customer’s Obligations

    11.1 The Customer shall:

    (a) ensure that the terms of the Order are complete and accurate;

    (b) co-operate with Surrey Marble in all matters relating to the Services

    (c) provide Surrey Marble, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Surrey Marble to provide the Services;

    (d) provide Surrey Marble with such information and materials as Surrey Marble may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

    (e) prepare the Customer’s premises for the supply of the Services

    (f) obtain and maintain all necessary license, permission, and consents which may be required for the Services before the date on which the Services are to start;

    (g) comply with all applicable laws, including health and safety laws;

    (h) keep all materials, equipment, documents and other property of Surrey Marble (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Surrey Marble and do not dispose of or use the Supplier Materials other than in accordance with Surrey Marble’s written instructions or authorisation;

    (i) comply with any additional obligations as set out in the Specification.

    11.2 If Surrey Marble’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

    (a) without limiting or affecting any other right or remedy available to it, Surrey Marble shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Surrey Marble’s performance of any of its obligations.

    (b) Surrey Marble shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Surrey Marble’s failure or delay to perform any of its obligations as set out in this clause 11.2; and

    (c) the Customer shall reimburse Surrey Marble on written demand for any costs or losses sustained or incurred by Surrey Marble arising directly or indirectly from the Customer Default.

    12. Scheduling Works

    12.1 Approximate site visit times are scheduled the working day prior.

    12.2 Surrey Marble will reasonably endeavor to give the Customer a guide to the arrival time.

    12.3 Surrey Marble may give on request, updates to progress and arrival time throughout the day but cannot be held responsible for delayed visits.

    13. Charges and payment

    13.1  At Order Confirmation, a 50% deposit will be required from the Customer.

    13.2 The balance becomes due on completion of works. If the works cannot be completed due to circumstances beyond the control of Surrey Marble, we will reserve the right to collect the balance due on completed works.

    13.3 Materials cannot be pre-ordered until the deposit has been paid.

    13.4 If the balance payment is not received within 5 Business Days of installation, Surrey Marble reserves the right to charge interest at the rate of 8% over Bank of England base rate.

    13.5 Surrey Marble reserves the right to remove the Goods and materials that remain unpaid for over 30 days from the invoice date.

    13.6 If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.

    14. Complaint’s handling

    14.1 The Customer must contact Surrey Marble if there are any questions or complaints about the Goods or Services.

    14.2 The Customer may raise any questions or complaints with Surrey Marble via the contact details for Surrey Marble as stated in clause 3.2.

    15. Limitation of liability

    15.1 References to liability in this clause 15 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

    15.2 Nothing in the Contract limits any liability which cannot legally be limited, including

    but not limited to liability for:

    (a) death or personal injury caused by negligence.

    (b) fraud or fraudulent misrepresentation; and

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

    15.3 Subject to clause 15.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

    (a) loss of profits;

    (b) loss of sales or business;

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    (c) loss of agreements or contracts;

    (d) loss of anticipated savings;

    (e) loss of use or corruption of software, data or information;

    (f) loss of damage to goodwill; and

    (g) any indirect or consequential loss.

    15.4 Surrey Marble’s total aggregate liability to the Customer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed a sum equal to the charges actually paid by the Customer to Surrey Marble.

    15.5 This clause 15 shall survive termination of the Contract.

    16. Your rights to end the Contract

    16.1 You can always end your contract with us. Your rights when you end the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Contract.

    16.2 If you are ending the Contract for a reason set out at (a) to (d) below, the Contract will end immediately and we will refund you in full for any products which have not been provided:

    (a) we have told you about a material upcoming change to the Goods and Services

    or these

    Conditions, which you do not agree to.

    (b) we have told you about an error in the price or description of the Goods and

    Services you have ordered, and you do not wish to proceed;

    (c) there is a risk that supply of the Goods may be significantly delayed because of

    events outside our control.

    (d) you have a legal right to end the Contract because of something we have done

    wrong.

    16.3 For most products bought off-premises, you have a legal right to change your mind within 14 days and receive a refund however for the Goods that are bespoke and made-to-measure to your requirements, you will not be able to cancel your Order following the Order Confirmation, provided that this will not affect your legal rights in relation to bespoke and made-to-measure Goods that are faulty or not as described.

    16.4 If you have bought Services, you have 14 days after the day we email you to confirm we accept your Order to change your mind. However, once we have completed the Services, you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.

    16.5 Even if we are not at fault and you do not have a right to change your mind, you can still end the Contract before it is completed, but you may have to pay Surrey Marble compensation.

    16.6 To end the Contract with us, please contact us using the details set out at clause

    3.2

    17. Our rights to end the Contract

    17.1 Without limiting any of our other rights, we may suspend the performance of our Services, or terminate the Contract with immediate effect if:

    (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of the Customer being notified in writing to do so;

    (b) the Customer fails to pay any amount due under the Contract on the due date

    for payment;

    (c) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring),being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restricting), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

    (d) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

    (e) the Customer’s financial position deteriorates to such as extent that in our opinion, the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    17.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

    17.3 Surrey Marble may suspend the performance of the Services with immediate effect where we suspect the Customer has breached any term of the Contract.

    17.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

    18. Events outside of our control

    Surrey Marble will not be liable or responsible for any failure to perform, or for the delay in performance of, any of their obligations under the Contract that is caused by any act or event beyond our reasonable control.

    19. Assignment

    19.1 Surrey Marble may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

    19.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

    20. Data Protection

    20.1 The following definitions apply in this clause 20:

    Controller, Processor, Data Subject, Personal Data, Personal Data Breach,

    processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

    Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation

    ((EU)2016/679) (UK GDPR); the Data Protection Act 2018 (and Regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

    Domestic Law: the law of the United Kingdom or a part of the United Kingdom

    20.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 20 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

    20.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Surrey Marble is the Processor.

    20.4 Without prejudice to the generality of Clause 20.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Surrey Marble and/or lawful collection of the Personal Data by Surrey Marble on behalf of the Customer for the duration and purposes of the Contract.

    20.5 Without prejudice to the generality of Clause 20.2, Surrey Marble shall, in relation to any Personal Data processed in connection with the performance by Surrey Marble of its obligations under the Contract:

    (a) process that Personal Data only on the documented written instructions of the Customer unless Surrey Marble is required by Domestic Law to otherwise process that Personal Data. Where Surrey Marble is relying on Domestic Law as the basis for processing Personal Data, Surrey Marble shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Surrey Marble from so notifying the Customer;

    (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures

    adopted by it);

    (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

    (d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

    (i) the Customer or Surrey Marble has provided appropriate safeguards in relation to the transfer;

    (ii) the Data Subject has enforceable rights and effective legal remedies;

    (iii) Surrey Marble complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data

    that is transferred; and

    (iv) Surrey Marble complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

    (e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

    (f) notify the Customer without undue delay on becoming aware of a Personal

    Data Breach;

    (g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

    (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 20.

    20.6 Surrey Marble may, at any time on not less than 30 days’ notice, revise this clause 20 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

    21. Confidentiality

    21.1 Each party undertakes that it shall not at any time during the Contract, and for aperiod of two years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 21.221.2

    21.2 Each party may disclose the other party’s confidential information:

    (a) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 21;

    and

    (b) as may be required by law, a court of competent jurisdiction or any governmental

    or regulatory authority.

    (c) neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

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    22. Entire Agreement

    22.1 The Contract constitutes the entire agreement between Surrey Marble and the Customer and supersedes and extinguishes all previous agreement, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

    22.2 Each party agrees that it 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 agree that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

    23. Variation

    Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by Surrey Marble.

    24. Waiver

    A waiver of any right or remedy under the Contract or by law is only effective if it is in writing and shall not constitute a waiver of any subsequent right or remedy.

    25. Severance

    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

    26. Notices

    26.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery to the other party at its address set out in this agreement or by email to the address specified in this agreement or as notified during the term of this agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered by email shall be deemed received at the time of transmission, or, if this time falls outside business hours in the place of receipt, at 9 am on the first business day following transmission.

    26.2 This clause 26 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

    27. Third party rights.

    The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

    28. Governing law and Jurisdiction

    This agreement is governed by English law and the parties irrevocably agree to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the English courts.