CEMBLOC TERMS AND CONDITIONS
TERMS AND CONDITIONS – CEMBLOC® May 2025
1. INTERPRETATION
1.1 Definitions
In these Conditions:
“Buyer” means the person, company or organisation purchasing or agreeing to purchase Goods from the Seller.
“Goods” means the products supplied by the Seller to the Buyer under the Contract.
“Seller” means Acuphon Ltd, registered in England and Wales under company number 13041988, United Kingdom.
“Conditions” means these Terms and Conditions of Sale together with any specific terms expressly agreed in writing by an authorised representative of the Seller.
“Contract” means the agreement between the Seller and Buyer for the sale and purchase of the Goods.
“Order” means the Buyer’s order for the Goods.
“Writing” includes email and other comparable electronic communications.
1.2 Any reference to legislation includes that legislation as amended, extended or re-enacted from time to time.
1.3 Headings are for convenience only and do not affect the interpretation of these Conditions.
1.4 If there is any conflict between these Conditions and specific terms expressly agreed in writing by an authorised representative of the Seller, the specific written terms shall prevail to the extent of the conflict.
2. BASIS OF SALE
2.1 These Conditions apply to all contracts for the sale of Goods by the Seller to the Buyer and shall prevail over any terms or conditions issued by the Buyer unless expressly agreed otherwise in writing by an authorised representative of the Seller.
2.2 An Order shall become binding when the Seller confirms acceptance of the Order in writing, issues an order confirmation or otherwise confirms acceptance of the Order.
2.3 The Buyer is responsible for ensuring that the Goods ordered are suitable for the intended application and that all quantities, dimensions, specifications and other information supplied to the Seller are accurate.
2.4 Any advice or recommendation provided by the Seller regarding the storage, handling, installation or use of the Goods is provided in good faith and does not remove the Buyer’s responsibility to assess the suitability of the Goods for the intended application.
2.5 The Seller is a manufacturer and/or supplier of Goods and is not responsible for installation unless installation services have been expressly agreed in writing.
2.6 The Seller shall not be responsible for errors arising from drawings, measurements, specifications or other information supplied by the Buyer where the Seller has relied upon that information in fulfilling the Order.
2.7 Any typographical, clerical or other obvious error or omission in a quotation, order confirmation, invoice, website or other sales material may be corrected by the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 The quantity, description and specification of the Goods shall be as stated in the Seller’s quotation, order confirmation or other written confirmation of the Order.
3.2 The Buyer shall carefully check all order confirmations, drawings, quantities, dimensions, finishes and specifications before confirming the Order.
3.3 Where Goods are manufactured or supplied in accordance with a specification, drawing or design provided by the Buyer, the Buyer shall be responsible for ensuring that the information supplied is accurate and suitable for its intended purpose.
3.4 Where Goods are manufactured in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Seller against reasonable losses, damages, costs and expenses arising from any claim that the Seller’s use of the Buyer’s specification, drawing or design infringes the intellectual property rights of a third party.
3.5 The Seller reserves the right to make reasonable changes to the specification of Goods where required to comply with applicable legislation or regulatory requirements, or where such changes do not materially affect the quality or performance of the Goods.
4. CANCELLATION AND AMENDMENTS
4.1 Once an Order has been accepted by the Seller, it may not be cancelled or amended without the Seller’s written agreement.
4.2 For standard stocked Goods, the Seller may accept cancellation or amendment at its discretion, subject to any reasonable costs already incurred.
4.3 For customised, specially manufactured, made-to-order, non-stock or specially procured Goods, cancellation or amendment may not be possible once production, procurement or preparation has commenced.
4.4 Where the Seller agrees to cancellation or amendment, the Buyer shall be responsible for reasonable costs and expenses already incurred by the Seller, including manufacturing, procurement, preparation, transport and administration costs.
4.5 Nothing in this section affects any statutory rights that cannot lawfully be excluded or restricted.
5. PRICE OF THE GOODS
5.1 The price of the Goods shall be the price stated in the Seller’s quotation or order confirmation.
5.2 Unless expressly stated otherwise, all prices are exclusive of VAT and any other applicable taxes or duties.
5.3 The Seller reserves the right to adjust the price before delivery where additional costs arise from factors beyond the Seller’s reasonable control, including changes in material costs, labour costs, foreign exchange rates, legislation, regulation, duties or other applicable charges.
5.4 Changes requested by the Buyer to quantity, specification, delivery arrangements or delivery date may result in additional charges.
5.5 If an obvious pricing or typographical error appears in a quotation, website or other sales material, the Seller reserves the right to correct the error and, where appropriate, cancel the affected Order and offer the Goods at the correct price.
6. DELIVERY
6.1 The Seller will provide an estimated delivery date or lead time at the time of Order. Unless expressly agreed otherwise in writing, all delivery dates are estimates only.
6.2 Time for delivery shall not be of the essence unless expressly agreed in writing.
6.3 The Seller shall use reasonable efforts to meet quoted delivery dates but shall not be responsible for delays caused by circumstances beyond its reasonable control.
6.4 Delivery is available within the United Kingdom unless otherwise agreed in writing.
6.5 Deliveries are normally made during working days. Saturday deliveries may be available by prior agreement and may incur additional charges. Deliveries are generally not made on Sundays or UK bank holidays.
6.6 The Seller may use third-party carriers or hauliers to deliver the Goods.
6.7 The Seller may make partial or staged deliveries where reasonably necessary. The Seller will provide reasonable information regarding any remaining Goods and expected delivery dates.
6.8 The Buyer should not arrange installation labour, contractors or other third-party services based solely on an estimated delivery date. The Seller shall not be responsible for third-party costs arising from delivery delays.
6.9 If the Buyer fails to accept delivery, fails to provide adequate delivery instructions or is otherwise unable to receive the Goods, the Seller may:
charge reasonable storage and insurance costs;
arrange redelivery at the Buyer’s cost;
charge additional carriage or handling costs; and/or
take any other reasonable action available under the Contract or applicable law.
6.10 Changes to confirmed delivery arrangements may incur an administration charge. The Seller reserves the right to charge a £25 administration fee for changes made after delivery has been booked.
6.11 The Seller may send delivery notifications or estimated arrival information by SMS, email or other electronic means using the contact details provided by the Buyer.
7. DELIVERY ACCESS AND OFFLOADING
7.1 The Buyer is responsible for ensuring that the delivery address is suitable for the vehicle and delivery method being used.
7.2 The Buyer must notify the Seller before delivery of any restrictions that may affect access, including narrow roads, weight restrictions, low bridges, overhanging trees, restricted turning areas, steep access, limited parking or unloading space, and other site restrictions.
7.3 Where a large vehicle and/or pump truck is required, the delivery location must have a suitable firm, level and hard-surfaced area for safe unloading.
7.4 Goods may not be capable of being unloaded directly onto gravel, mud, soft ground or other unsuitable surfaces.
7.5 If delivery cannot reasonably be completed because the Buyer has failed to provide suitable access or unloading arrangements, the Buyer may be responsible for additional delivery, waiting, storage or redelivery charges.
7.6 Smaller delivery vehicles may be available by prior agreement, subject to availability and additional charges. Such arrangements may result in longer delivery times.
7.7 The Buyer is responsible for ensuring that appropriate personnel and equipment are available to receive and safely handle the Goods where required.
8. INSPECTION, DAMAGE AND SHORTAGES
8.1 The Buyer should inspect the Goods as soon as reasonably practicable following delivery.
8.2 Where Goods are visibly damaged on delivery, the Buyer should record the damage on the delivery documentation where possible and notify the Seller promptly.
8.3 Claims for visible damage, shortages or incorrect Goods should be notified to the Seller in writing within 48 hours of delivery, together with reasonable photographic evidence and details of the issue.
8.4 The Seller may request additional photographs, delivery documentation, batch information or other reasonable evidence to investigate a claim.
8.5 Where a claim is accepted, the Seller may, at its reasonable discretion:
replace the affected Goods;
repair the affected Goods where reasonably possible;
issue a credit or refund for the affected Goods; or
agree another appropriate remedy.
8.6 Where only part of a delivery is shown to be damaged or short, any credit, refund or replacement may relate only to the affected Goods.
8.7 The Buyer should not install, modify, alter or otherwise use Goods which it knows or reasonably believes are incorrect or defective without first contacting the Seller.
8.8 Nothing in this section limits any statutory rights or remedies which cannot lawfully be excluded.
9. RETURNS – UNWANTED OR OVER-ORDERED GOODS
9.1 Subject to these Conditions, the Seller may accept returns of standard, non-customised, non-made-to-order Goods at its discretion.
9.2 To be considered for return, Goods must generally be:
unused;
undamaged;
unopened;
in their original condition and packaging; and
suitable for resale.
9.3 A return request must normally be made within 14 days of delivery.
9.4 The Buyer is responsible for the cost and risk of returning unwanted or over-ordered Goods.
9.5 Accepted returns may be subject to:
a 25% restocking charge; and
a £35 administration charge.
9.6
The Seller does not normally accept returns of products which are perishable, have a limited shelf life, have been opened or mixed, or have been specially manufactured, customised, specially procured or made to order.
9.7 All returns require prior written authorisation from the Seller. Unauthorised returns may be refused.
9.8 The Buyer may be required to provide the original invoice, photographs of the Goods and packaging, quantities being returned and the collection/return address.
9.9 Nothing in this section affects any statutory rights which apply to the Buyer.
10. DEFECTIVE GOODS AND WARRANTY
10.1 The Seller warrants that, subject to these Conditions and applicable law, Goods supplied by the Seller will conform materially to the agreed specification and will be free from material defects in materials and workmanship at the time of delivery.
10.2 The Buyer should notify the Seller promptly if a defect is discovered and provide reasonable details and evidence of the alleged defect.
10.3 Where a valid defect claim is established, the Seller may, subject to applicable law and at its reasonable discretion:
repair the affected Goods;
replace the affected Goods; or
refund or credit the price paid for the affected Goods.
10.4 The Seller shall not be responsible for defects or damage caused by:
incorrect storage;
improper handling;
incorrect installation;
misuse;
neglect;
alteration or modification;
failure to follow installation or handling instructions;
use outside the intended application; or
normal wear and tear.
10.5 Where Goods are manufactured by a third party, the Seller will, where applicable, pass on to the Buyer the benefit of any transferable manufacturer warranty available to the Seller.
10.6 Where Goods are supplied by the Seller but installed by others, the Seller is not responsible for installation workmanship or for damage caused by incorrect installation.
10.7 Nothing in these Conditions excludes or limits any warranty, condition, right or remedy which cannot lawfully be excluded or limited.
11. PAYMENT
11.1 Payment shall be made in accordance with the payment terms stated on the Seller’s quotation or invoice.
11.2 Unless otherwise agreed in writing, payment must be made in full by the due date shown on the invoice.
11.3 The Seller may suspend further deliveries or services where an amount due remains unpaid.
11.4 If payment is not received by the due date, the Seller may charge interest on overdue amounts at the rate permitted under applicable law, including the statutory rate applicable to commercial debts where relevant.
11.5 The Buyer shall not withhold or deduct payment unless it has a lawful right to do so or the Seller has agreed to the deduction in writing.
11.6 Any invoice query should be raised promptly with the Seller so that the matter can be investigated.
12. TERMINATION
12.1 The Seller may suspend supply or terminate the Contract by written notice where the Buyer:
materially breaches these Conditions;
fails to pay an amount when due;
becomes insolvent or unable to pay its debts as they fall due; or
enters into administration, liquidation or another formal insolvency process.
12.2 Following termination, all outstanding amounts owed by the Buyer to the Seller shall become immediately due and payable.
12.3 Termination shall not affect rights or remedies which have accrued before termination.
13. RISK AND TITLE
13.1 Risk in the Goods shall pass to the Buyer upon delivery, or when the Buyer or its nominated carrier takes possession of the Goods, whichever occurs first.
13.2 Legal and beneficial title to the Goods shall remain with the Seller until the Seller has received payment in full of:
the price of the Goods; and
all other sums owed by the Buyer to the Seller.
13.3 Until title passes, the Buyer shall:
keep the Goods identifiable;
store them appropriately;
not remove or obscure identifying marks or packaging;
take reasonable care of the Goods; and
maintain appropriate insurance where reasonably required.
13.4 If the Buyer fails to make payment when due, the Seller may, subject to applicable law, seek recovery of unpaid Goods in which title remains with the Seller.
14. LIABILITY
14.1 Nothing in these Conditions excludes or limits liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
14.2 Subject to clause 14.1, the Seller shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings or other consequential economic loss.
14.3 Subject to clause 14.1 and to the extent permitted by applicable law, the Seller’s total aggregate liability arising out of or in connection with a Contract shall not exceed the total price paid or payable for the Goods giving rise to the claim.
14.4 The Seller shall not be liable for loss or damage resulting from the Buyer’s misuse, alteration, modification, incorrect storage, handling or installation of the Goods.
14.5 The Buyer remains responsible for ensuring that the Goods are suitable for the intended application and are used in accordance with applicable legislation, regulations, technical requirements and manufacturer instructions.
15. FORCE MAJEURE
15.1 The Seller shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.
15.2 Such circumstances may include:
natural disasters;
fire or flood;
severe weather;
war or threat of war;
terrorism;
civil unrest;
industrial disputes;
strikes or labour shortages;
transport disruption;
supply-chain disruption;
shortages of raw materials;
energy or power disruption;
machinery failure;
government action or restrictions;
changes in legislation or regulation;
import or export restrictions; or
other events outside the Seller’s reasonable control.
15.3 Where such circumstances occur, the Seller shall use reasonable efforts to minimise the effect of the disruption and, where reasonably possible, agree revised arrangements with the Buyer.
16. BUYER'S INDEMNITY
16.1 The Buyer shall indemnify the Seller against reasonable losses, claims, damages, costs and expenses arising from:
the Buyer’s breach of these Conditions;
the Buyer’s misuse or unauthorised modification of the Goods;
claims arising from a Buyer-supplied design, drawing or specification; or
the Buyer’s failure to comply with applicable laws, regulations or safety requirements relating to the use or installation of the Goods.
16.2 This indemnity shall not apply to the extent that the relevant loss or claim results from the Seller’s negligence, wilful misconduct or breach of its obligations under the Contract.
17. GENERAL
17.1 Any notice under these Conditions shall be made in writing and may be delivered by email or other appropriate written communication.
17.2 A failure or delay by the Seller in exercising any right shall not constitute a waiver of that right.
17.3 If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
17.4 The Buyer may not assign or transfer its rights or obligations under the Contract without the Seller’s prior written consent.
17.5 No person other than the parties to the Contract shall have any right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999, unless expressly agreed otherwise.
17.6 The Contract and these Conditions constitute the entire agreement between the Seller and Buyer concerning the sale of the Goods, subject to any written terms expressly incorporated into the Contract.
18. GOVERNING LAW AND JURISDICTION
18.1 These Conditions and any Contract between the Seller and Buyer shall be governed by the laws of England and Wales.
18.2 Subject to any mandatory rights or jurisdiction which cannot lawfully be excluded, the courts of England and Wales shall have exclusive jurisdiction in relation to disputes arising from or in connection with the Contract.
19. CUSTOMER ACKNOWLEDGEMENT
By placing an Order with CEMBLOC®, the Buyer confirms that it has:
reviewed the quotation and Order confirmation;
checked the quantities, dimensions and specifications;
confirmed that the Goods are suitable for the intended application;
provided accurate delivery and access information;
understood the applicable delivery and payment terms; and
accepted these Terms and Conditions.
Nothing in this acknowledgement limits or excludes any statutory rights or liability that cannot lawfully be excluded or limited.
20. CONTACT
Acuphon Ltd – CEMBLOC®
Email:
support@cembloc.com
Telephone: +44 (0) 208 050 5302
CEMBLOC® is a trading brand of Acuphon Ltd.
© 2026 Acuphon Ltd. All Rights Reserved.
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