A&A SPICER HOLDINGS T/A SPICER TILES
TERMS AND CONDITIONS
In these Conditions “Spicer Tiles” means A&A Spicer Holdings Ltd (Company Number 14301227) “These Conditions” means
these terms and conditions; “the Customer” means the person, or company purchasing the Goods; “the Contract” means the
contract for the sale of the Goods made between the Company and the Customer, “the Goods” means the goods, materials or
services (including samples, where relevant) which are the subject of the Contract and a “Consumer” means a person who is
buying the Goods other than in the course of a business.
1. The Contract/Order Acceptance
(a) These Conditions shall apply to the Contract and all orders placed and accepted by Spicer Tiles to the exclusion of any other terms
and conditions stipulated, incorporated or referred to by the Customer in any order, letter, form of contract or any other document or
(b) No variation to these Conditions shall be binding without the express written agreement of a director of Spicer Tiles.
(c) Even if Spicer Tiles has given a quotation, no order placed by the Customer is binding on Spicer Tiles until it has been accepted by
(d) In placing an order with Spicer Tiles, the Customer and its representatives warrant and represent that each of them has the
necessary authority to bind the Customer in contract. The Customer must ensure that the terms of its order and any applicable
specification are complete and accurate given Spicer Tiles shall be relying on that information.
(a) The Customer is entirely responsible for ascertaining the quantities required notwithstanding that an estimate may have been given
by Spicer Tiles.
(b) Quotations are for the supply of Goods on these Conditions only. Any quotation given by Spicer Tiles is not an offer and Spicer Tiles
reserves the right to withdraw or amend any quotation at any time before Spicer Tiles’ acceptance of the Customer’s order.
(c) Where fine or specific tolerances are required in Goods beyond those generally accepted in the building trade no liability will attach
to Spicer Tiles unless the tolerances are notified in writing to Spicer Tiles at the time of order and Spicer Tiles has agreed in writing to
supply Goods that meet those tolerances.
(d) Spicer Tiles may without notice to the Customer reasonably alter any specification, description, design, drawing, illustration and/or
other particulars relating to the Goods and to supply the Goods as so altered in performance of the Contract and may also substitute and
supply similar goods of equivalent type in the performance of the Contract.
(e) Estimates and quotations are subject to change at any point until the delivery of Goods, even if a quote is accepted. If Spicer Tiles is
forced to amend a quotation after the original quote has been accepted, any deposit is fully refundable.
(F) Due to material limitations, as well as production variations and adjustments, Spicer Tiles reserves the right to supply tiles that may
vary in colour, shade, shape and camber. Most recent samples should always be requested prior to order confirmation.
(G) Any approximate lead time provided by Spicer Tiles is an estimate and is subject to change.
(a) If the Customer incorrectly orders any Goods, Spicer Tiles may, in its sole discretion, determine whether to accept their return. The
acceptance by the Company of returned Goods shall be on such terms as it may determine, and Spicer Tiles may charge for the carriage
and handling of such Goods at the greatest of 40% of their invoiced value.
(c) Goods will only be considered for return in full pallets / crates with original shrink wrapping intact. No loose goods nor opened
pallets / crates will be accepted for return, nor credit issued.
(c) An order for Goods may not be cancelled by the Customer once the order has been accepted by Spicer Tiles.
(d) A quotation is deemed to be accepted by the client by way of non-refundable payment of deposit. Payment is due in full prior to
delivery of goods, and upon request from Spicer Tiles.
(a) The price of the Goods (“the Price”) shall be the price quoted by Spicer Tiles to the Customer provided the Customer accepts the
quotation within the stated duration, unless a short notice price increase is necessary (refer to 2. (e)). Where no price has been quoted
(or a quoted price is no longer valid) the Price shall be Spicer Tiles trade price on the date the Goods are delivered.
(b) Spicer Tiles may by giving notice to the Customer at any time up to 7 days before delivery increase the Price to reflect any increase in
the cost to the Company of procuring or supplying the Goods which is due to factors beyond its reasonable control (including without
limitation foreign exchange fluctuations, taxes and duties and the cost of labour, materials, manufacturing and energy costs) provided
that in such circumstances the Customer may cancel the Contract.
(c) All prices quoted are exclusive of Value Added Tax and delivery charges unless otherwise stated.
(d) If Spicer Tiles agrees to deliver Goods other than in accordance with Condition 6(a) it may recharge the delivery costs to the
Customer plus an administration fee.
(a) Credit accounts may be opened at the discretion of Spicer Tiles, subject to satisfactory credit references being obtained. Unless
otherwise agreed in writing, payment for Goods supplied on credit accounts shall become due and payable no later than the date stated
on each individual invoice. However, if the Goods concerned are Specials the Company may instead apply the payment terms in
(b) For cash Customers, that is, Customers who do not have a credit account with Spicer Tiles or whose credit account is cancelled or
suspended under Condition 5(g) and in respect of the supply of Specials to credit account Customers and other non-standard
transactions (as determined by the Company), the Customer shall pay the price for the Goods on acceptance of order, or on or before
delivery, (where applicable), upon receipt of Spicer Tiles invoice.
(c) No payment shall be deemed to have been received until Spicer Tiles has received cash or cleared funds. Time for payment shall be
of the essence. Notwithstanding any other provision, all payments payable to Spicer Tiles under any Contract shall become due
immediately if Spicer Tiles becomes entitled to terminate the Contract under Condition 15(a) or the Contract otherwise terminates.
(d) Any queries on an invoice must be raised in writing by the Customer within 7 days of the invoice date, otherwise the invoiced
amount shall be deemed to be accepted by the Customer.
(e) Without prejudice to Spicer Tiles’ rights to enforce payment, if the Customer fails to make payment in accordance with these
Conditions, Spicer Tiles may (at the Company’s absolute discretion) charge interest on any balance outstanding (notwithstanding that a
portion of the account or invoice is the subject of any dispute or query) from the due date for payment until payment is made, whether
before or after any judgment either: (i) at the annual rate of 5% above the base lending rate from time to time of Metro Bank or (ii) at
the rate and on the basis permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
(f) The Customer shall indemnify Spicer Tiles, against all costs (including legal costs) and expenses incurred by Spicer Tiles in
recovering amounts due from the Customer, or exercising its rights under this Condition 5, including any administration fee incurred if
Spicer Tiles refers a late/non-payment dispute to its lawyers or collection agents.
(g) Spicer Tiles may cancel or suspend the Customer’s credit account by notice in writing at any time should it decide, for whatever
reason, that it requires further security from the Customer, other than that already provided (if any). If Spicer Tiles exercises such rights,
it may continue trading with the Customer in accordance with Condition 5(b). Spicer Tiles may reinstate the credit account once the
additional security required has been provided by the Customer and any other conditions have been met. The Customer agrees to use its
best endeavours to ensure that any additional security required by Spicer Tiles (including but not limited to a third-party guarantee) is
(h) Spicer Tiles may at any time, at its sole discretion and without reference to the Customer or any guarantor: (i) increase (without
limit) or decrease any credit limit applied to the Customer; and (ii) supply Goods in excess of the credit limit. The Company may take
action to collect all monies owing in full whether the sums due exceed the prevailing credit limit. Where more than one invoice is
outstanding Spicer Tiles may choose against which invoice(s) to apply any payment from the Customer even if the Customer has
allocated the payment to a specific invoice.
(i) The Customer shall give Spicer Tiles prior written notice of any change in its constitution or ownership or, in the case of a sole trader
or partnership, if it wishes to incorporate or merge with others. Spicer Tiles may then decide whether to exercise its rights in Condition
5(g) to continue trading with the Customer, whether a new credit application is required and whether to continue with any credit
arrangements granted to the Customer and shall not be obliged to continue with either unless a written confirmation and acceptance is
issued by an authorised member of Spicer Tiles’ credit management team, a Company director or the Company Secretary.
(j) If a cheque used by the Customer to pay an account is dishonoured Spicer Tiles may debit the Customer’s account with any charge or
cost incurred by Spicer Tiles consequently. If Spicer Tiles accepts payment by credit card it may levy a surcharge at its standard rates in
force at the time of payment.
(k) On termination of the Contract, howsoever caused, Spicer Tiles’ rights contained in this Condition 5 shall remain in effect.
(a) Delivery of the Goods shall be made: (i) by the Customer collecting the Goods from the storage premises at any time after Spicer Tiles
has notified the Customer that the Goods are ready for collection; or (ii) if some other place for delivery is agreed by Spicer Tiles, by it
delivering the Goods to that place.
(b) Risk of damage to or loss of the Goods shall pass to the Customer: (i) in the case of Goods to be delivered at Spicer Tiles’ premises, at
the time when Spicer Tiles notifies the Customer that the Goods are available for collection; (ii) in the case of Goods to be delivered
other than at Spicer Tiles premises, on delivery to the agreed destination; and (iii) if the Customer fails to take delivery of the Goods, at
the time when Spicer Tiles has tendered delivery of the Goods.
(c) If Goods are delivered by or on behalf of Spicer Tiles other than at the storage premises: (i) Spicer Tiles accepts no liability
whatsoever for any loss of or damage to the Goods whilst in transit unless it is notified in writing with the details of the damage within 7
days of despatch; (ii) the Customer shall give the Company such access to its premises as Spicer Tiles requires in order to deliver the
Goods and shall provide the labour and equipment required to complete the delivery; and (iv) the Company may charge the Customer
for any return visits made as a result of the Customer’s failure to take delivery of the Goods.
(d) Time for delivery shall not be of the essence of the contract.
(e) Any stated time or date for delivery is an estimate only and is not binding on Spicer Tiles. Spicer Tiles shall not be liable for any
failure to deliver by such time or date, nor for any loss or damage arising directly or indirectly from such failure. The Customer may not
refuse to accept Goods because of late delivery; nor, where Goods are to be delivered in instalments, shall Spicer Tiles failure to deliver
any instalments by any time or date entitle the Customer to treat the Contract as repudiated.
(f) If the Customer fails to take delivery of Goods or to give Spicer Tiles adequate instruction for delivery then, without prejudice to its
other rights, Spicer Tiles may: (i) store the Goods until actual delivery and charge the Customer for the costs (including insurance) of
storage; or (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses)
account to the Customer for any excess over the Price.
(g) Where delivery is to be made by instalments, each instalment shall be deemed to be a separate and distinct contract and no default
by Spicer Tiles in respect of any one or more instalments shall entitle the Customer to reject or withhold payment in respect of any other
(h) Spicer Tiles shall provide evidence (such as a delivery note) of the delivery of Goods supplied in response to a request from the
Customer provided it is received within 3 months of the delivery date. If the Customer does not raise any query about delivery within
such period, the Goods concerned shall be deemed to have been delivered in accordance with the Contract.
(i) The Company does not accept liability for shortages in quantities delivered unless the Customer notifies Spicer Tiles of any claim for
short delivery of the Goods within 5 working days of the delivery to the Customer. In such circumstances Spicer Tiles liability shall be
restricted to making good the shortage. Any delivery book or note marked “NOT EXAMINED” will not prevent the operation of these
clauses nor constitute express or implied notice in writing of any potential or actual shortage
The Customer shall ensure that: (i) the Goods are sufficiently suitable and fit for the purpose intended and comply with all applicable
requirements whether statutory, regulatory, municipal or otherwise; (ii) its premises are safe and suitable for the delivery, installation,
use and operation of the Goods and any other circumstances which may both affect their suitability or fitness for purpose. before and
after such delivery, installation and during such operation and comply with all relevant legislation (including without limitation safety
legislation); (iii) any item of equipment provided by it which relates to the installation or operation of the Goods or is ancillary to or is
for use in connection with the Goods shall not adversely affect their suitability or fitness for purpose.
(a) Subject to Condition 9(a) Spicer Tiles agrees (at its discretion) to repair (if possible), replace free of charge or refund any sums paid
by the Customer for any Goods which in the reasonable opinion of Spicer Tiles are defective due to a manufacturing fault but only if: (i)
such fault is notified to Spicer Tiles in writing and (ii) Spicer Tiles and/or its representative is given a reasonable opportunity after
receiving the notice of examining such Goods in situ or the Customer (if asked to do so by Spicer Tiles) returns such Goods to Spicer
Tiles, at such address specified by Spicer Tiles, for the examination to take place there.
(b) Spicer Tiles shall not be liable for a breach of the warranty in Condition 8(a) if: (i) the Customer makes any further use of such Goods
after giving notice of a defect; or (ii) the defect arises because the Customer failed to follow the manufacturer’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; or
(iii) the Customer alters or repairs such Goods without the written consent of Spicer Tiles.
(c) Spicer Tiles is not responsible either for the cost of removing or re-installing any repaired or replacement Goods.
(d) Any defective Goods or parts thereof replaced by Spicer Tiles in accordance with this Condition or otherwise shall become, or
remain, the property of Spicer Tiles unless agreed otherwise.
(a) Nothing in these terms shall be deemed to exclude or restrict Spicer Tiles’ liability for: (i) death or personal injury resulting from its
negligence; (ii) fraudulent misrepresentation; or (iii) any breach on its part of any undertaking as to title implied by Section 12 of the
Sale of Goods Act 1979 (as amended) or by Section 8 of the Supply of Goods (Implied Terms) Act 1973 (as amended).
(b) Subject to Condition 9(a), Spicer Tiles total aggregate liability under or in connection with the Contract (howsoever such liability
arises, whether in contract or tort or otherwise, including for negligence) shall be limited to the value of the Goods supplied under the
c) Subject to Condition 9(a), Spicer Tiles shall not be liable (howsoever such liability arises, whether in contract or tort or otherwise,
including for negligence) for any indirect or consequential loss or for damage to or for loss of profit, business, savings, production or
goodwill which arises out of or in connection with the Contract.
(d) Where Spicer Tiles sells Goods to a Customer who is not a Consumer and the Customer sells those Goods directly or indirectly to a
person who is such a Consumer, without prejudice to its rights under the Contract the Customer shall indemnify Spicer Tiles against any
liability or loss whatsoever arising directly or indirectly pursuant to the Consumer Protection Act 1987.
(e) The Customer shall indemnify Spicer Tiles from and against all loss, damage, or liability suffered or incurred by Spicer Tiles or any
third person for or arising out of the negligence, breach of statutory duty, breach of contract or other duty of the Customer or its officers,
employees, agents or contractors, in each case during performance of or otherwise in any way arising out of or in connection with the
(f) These Conditions set out Spicer Tiles entire liability in respect of the Goods and rights granted under them are in lieu and to the
exclusion of all other warranties, conditions and other terms express or implied by statute, common law or a course of business except
for any which cannot legally be excluded.
(a) Spicer Tiles shall not be liable in respect of any misrepresentation made by Spicer Tiles, its servants or agents to the Customer its
servants or agents as to the condition of the Goods, their fitness for any purpose or as to quantity or measurements unless the
representation is made or confirmed in writing by Spicer Tiles and / or is fraudulent.
(b) Without prejudice to condition 10(a) whilst Spicer Tiles takes every precaution in the preparation, of its catalogues, technical
circular price lists and other literature, these documents are for the Customers general guidance only and statements made in them (in
absence of fraud on the on the part of Spicer Tiles) shall not constitute representation by Spicer Tiles and Spicer Tiles shall not be bound
(a) Unless Spicer Tiles agrees otherwise in writing ownership of the Goods shall not pass to the Customer until Spicer Tiles has received
from the Customer, full payment for the Goods and all other sums which are due to Spicer Tiles from the Customer.
(b) Until ownership has passed in accordance with Condition 11(a), the Customer shall; (i) hold the Goods on a fiduciary basis as the
Bailee; and (ii) store the Goods (at no cost to Spicer Tiles) separately from all other goods of the Customer or any third party in such a
way that they remain readily identifiable as Spicer Tiles Property; and (iii) not destroy, deface or obscure any identifying mark, serial
number or packaging on or relating to the Goods; and (iv) maintain the Goods in satisfactory condition, keep them insured on Spicer
Tiles behalf for their full Price against all risks and provide Spicer Tiles with a copy of the insurance policy on request; and (v) deliver up
the Goods to Spicer Tiles on demand.
(c) The Customer may only resell the Goods before ownership has passed if such sale is made in the ordinary course of the Customers
business at full market value and is a sale of Spicer Tiles property on the Customers behalf dealing as principal. The Customer shall hold
such part of the proceeds of sale a represents the amount owed by the Customer to Spicer Tiles for the relevant Goods separately (in a
bank account that does not contain any third-party monies and is not overdrawn) on trust on behalf of Spicer Tiles and the Customer,
shall promptly account the Seller on such sale.
(d) The Customers right to possession of the Goods shall terminate immediately if the Customer; (i) becomes Insolvent (as defined in
condition 15 (b) or (ii) suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or
(iii) fails to observe or perform any of its obligations under the Contract or any other contract it has with Spicer Tiles; or (iv) encumbers
or any way charges any of the Goods.
(e) Spicer Tiles may recover payment for the Goods notwithstanding the fact that ownership of any of the Goods has not passed from
Spicer Tiles to the Customer.
(f) The Customer grants, and in the case of third parties shall procure Spicer Tiles and its agents and employees an irrevocable licence at
any time to access and enter any premises where the Goods are or may be stored to inspect, repossess and remove them.
(g) Where Spicer Tiles is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession
has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Spicer Tiles to the Customer in the order in
which they were invoiced to the Customer.
(h) Should Spicer Tiles repossess any Goods, or the Customer delivers up any Goods, in accordance with this Condition 11, the Contract
in respect of those Goods is rescinded.
(i) On termination of the Contract, howsoever caused, Spicer Tiles’ rights contained in this Condition 11 shall remain in effect.
12. Sizes and Weights etc.
(a) All sizes stated by Spicer Tiles, or a manufacturer are subject to dimensional tolerances in accordance with the appropriate BSS.
(b) Spicer Tiles may deliver to the Customer an excess and/or deficiency of up to 10% of the weight or volume it agrees to deliver
without any liability to the Customer and in such circumstances the Price payable by the Customer shall be adjusted accordingly.
13. Pallets and Packaging
(a) Spicer Tiles may charge for any packaging provided on a time and materials basis. All goods are supplied on non-returnable pallets /
(b) The Customer is solely responsible for the disposal of any waste arising from the Goods once delivered and will comply with all
applicable laws, regulations and waste management licences relating to such waste.
(c) The Company reserves the right to levy pallet splitting charges where appropriate.
14. Force Majeure
Spicer Tiles may defer the date of delivery or cancel the Contract or reduce the volume of Goods ordered by the Customer (without
liability) if it is prevented from or delayed in performing due to circumstances beyond its reasonable control including, without
limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-
outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable materials.
15. Default and Termination
(a) If the Customer becomes insolvent or commits any breach of the Contract, Spicer Tiles may, without prejudice to its other rights, stop
any Goods in transit and/or suspend further deliveries and by notice in writing to the Customer terminate the Contract.
(b) For the purposes of Conditions 11(d) and 15(a) “insolvent” means the Customer becoming unable to pay its debts within the
meaning of Section 123 of the Insolvency Act 1986, the levying of the threat of execution or distress on any property of the Customer,
the appointment of a receiver or administrative receiver over all or any part of the Customer’s property, a proposal for a voluntary
arrangement or compromise between the Customer or its creditors whether pursuant to the Insolvency Act 1986 or otherwise, the
passing of a resolution of voluntary winding-up or summoning a meeting to pass such a resolution other than for the purposes of a bona
fide amalgamation or reconstruction, the presentation of a petition for the winding-up of the Customer or an administration order in
relation to the Customer, the Customer ceasing or threatening to cease to carry on its business or Spicer Tiles reasonably contemplating
that any of the foregoing will occur.
(c) If the Company is entitled to terminate the Contract under Condition 15(a) the Customer’s licence to sell in Condition 10(ii) ends
automatically and the Company may, without prejudice to its other rights: (i) in the case of any sale involving more than one delivery
forthwith suspend any further deliveries; (ii) demand immediate payment of all sums then payable by the Customer regardless of
whether the Customer is in default of the contract under which such sums are payable, including such sums not yet due.
16. Patent and Trademarks
(a) No representation is made, or warranty given that any Goods supplied do not infringe any letters patent, trademarks, registered
designs, or similar industrial or intellectual property rights.
(b) The Customer will unconditionally fully and effectively indemnify Spicer Tiles against all losses, damages, costs or expenses awarded
against or incurred by Spicer Tiles in connection with or paid or agreed to be paid by Spicer Tiles as a consequence of Spicer Tiles
supplying Goods to specifications or designs provided by or on behalf of the Customer, including in settlement of any claim for
infringement of any patents, copyright, design, trademark or any other industrial or intellectual property rights of any other person.
Any notice under or in connection with the Contract shall be in permanent readable form and shall be deemed properly delivered if
addressed to the party concerned as its principal place of business or last known address and sent by first class pre-paid post. Such
notice shall be deemed to be delivered 48 hours after posting.
18. Disputes and Set-Off
Any liability of Spicer Tiles under the Contract shall be subject to and conditional upon the due performance and observance by the
Customer of all its obligations under these Conditions and the Customer may not withhold or delay payment or exercise any rights of
set-off whatsoever and howsoever arising which might otherwise be available to it.
No failure or delay on the part of Spicer Tiles to exercise any of its rights under the Contract shall waive of those rights, nor shall any
single or partial exercise of such rights preclude their further exercise. Any waiver by Spicer Tiles of any breach by the Customer of any
of its obligations under the Contract shall not affect the rights of Spicer Tiles if there is any further or additional breach.
20. Health & Safety
The Customer undertakes that it shall ensure compliance so far as is reasonably practicable by its employees, agents, licensees and
customers with any instructions given by the manufacturer for the purpose of ensuring that the Goods are safe and without risk to
health when properly used and will take any other steps or precautions, having regard to the nature of the Goods, as are necessary to
preserve the health and safety of persons handling, using or disposing of them.
Each and every obligation contained in these Conditions is a separate obligation and if any provision of these Conditions is found by any
court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed
severable and the remaining Conditions and the remainder of such provision shall continue in full force and effect. If any illegal, invalid,
void, voidable, unenforceable or unreasonable provision would be valid, enforceable or legal if some part of it were deleted, the
provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
23. Governing Law
(a) Subject to Condition 23 (b), the Contract shall be governed by and construed in accordance with English law and all disputes arising
in connection with the Contract shall be submitted to the non-exclusive jurisdiction of the English Courts.
(b) If the Customer is domiciled in Scotland (according to the Civil Jurisdiction and Judgements Act 1982) or Goods are delivered to the
Customer in Scotland, Spicer Tiles may elect that the Contract shall be Governed by and construed in accordance with Scottish law
and/or all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the Scottish Courts.
24. Credit Search
The Company will make a search with a Credit Reference Agency, who will keep a record of that search and will share the information
with Spicer Tiles and other businesses. In some instances, Spicer Tiles may also make a search on the personal credit file of principal
Directors. Spicer Tiles may also pass or share Customer information with carefully selected third parties for the purposes of account
opening, credit vetting and account management. Should it become necessary to review an account, then again, a credit reference may
be sought, and a record kept. Spicer Tiles will monitor and record information relating to Customer trade performance and such records
will be available to Credit References Agencies who will share that information with other businesses when assessing applications for
credit and fraud prevention. For the purposes of credit referencing Spicer Tiles may also share information with other businesses.
The Customer may not assign the Contract without the prior written consent of Spicer Tiles. Spicer Tiles may assign or sub-contract the
Contract or any part of it to any person, firm or company.
26. No Rights to Third Parties
Subject to Condition 25, the parties to the Contract do not intend that any of it terms are enforceable by virtue of the Contract (Rights of
Third Parties) Act 1999 by any person that is not a party to it.
27. Guarantee of Sums Due
(a) Where any person or persons (“the Guarantor”) agree to guarantee the performance of the Customer’s financial obligations under
the Contract that guarantee (“the Guarantee”) shall be an unconditional and irrevocable guarantee, it is made in consideration of Spicer
Tiles making available to the Customer a credit account, it is a continuing security and shall not be discharged by any intermediate
settlement of the Customer’s credit account nor shall it be affected by any change in the Customer’s credit limit.
(b) The Guarantee shall ensure for the benefit of Spicer Tiles, its successors and assigns and can be assigned in whole or in part by
Spicer Tiles without notice to the Guarantor, its parent or ultimate parent company or any subsidiary of the ultimate parent company.