Raaft - Terms and conditions of sale


1.1             In these Conditions:

1.1.1          the following expressions shall have the following meanings:

Bespoke Goods”: goods supplied by the Supplier in accordance with a Specification agreed under clause 3.3.

    “Buyer” :the party from whom an Order to supply Goods and/or provide Services is received by the Seller.

    “Conditions”: these terms and conditions of sale.

    “Contract”: a contract for the supply of Goods and/or provision of Services by the Seller to the Buyer whether made verbally or in Writing which is subject to these Conditions and which may include the Order, Specification and related Order Acknowledgment.

      “Date of Delivery”: the date on which delivery of the Goods or Services takes place pursuant to Condition 6.

      “Goods: the goods, products, articles or items which the Seller agrees to supply under the Contract, in whole or in part as the context requires.

      “Order: an order placed by the Buyer for the supply of Goods and/ or provision of Services whether verbally or in Writing setting out the quantity and where relevant the specification of Goods and Services required by the Buyer which may be the acceptance in Writing of the Quotation.

      “Order Acknowledgement”: a written confirmation provided by the Seller to the Buyer confirming acceptance of the Order and setting out any conditions applicable to the Order.

      “Project File”: the written summary provided by the Seller to the Buyer in relation to the supply of the Goods, including any design process, lead times and delivery and storage instructions.

     “Quotation”: the quotation provided by the Seller in writing to the Buyer setting out the quantity, any Specification and price of the relevant Goods and/or Services.

      “Seller: Raaft Limited of Northpoint, Compass Park Junction Road, Bodiam, Robertsbridge, East Sussex, United Kingdom, TN32 5BS or the party  notified to the Buyer in writing.

“Services” the services supplied by the Seller as set out in the Contract, including any snagging works in relation to the Goods.

“Specification” the description or specification of the Goods or Services as provided in Writing by the Seller.

Warranty Period” (i) twelve (12) months or (ii) in relation to the following manufacturers’ products supplied as the Goods or as part of the Goods, as follows:

  • “Preventa” and “Versajack” products – 30 years;
  • “Structa” products – 15 years;
  • surfaces (in the following styles: Atria, Farrino, Genova and Nova) – 15 years; and
  • “Planterline” Bespoke Products – 3 years.

      “Writing”: includes facsimile transmission, electronic mail and other comparable means of communication and “Written” shall be construed accordingly.


2.1        The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.  Notwithstanding that the Seller may have provided a Quotation verbally, no Order shall be binding on the Seller until the Seller has provided an Order Acknowledgement to the Buyer.

2.2        These Conditions are incorporated into and form part of the Contract and the Contract contains the entire obligations between the Seller and the Buyer. In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any Order, letter or form on contact sent by the Buyer to the Seller, whatever may be their respective dates, the provisions of these Conditions shall prevail.

2.3        These Conditions (and any subsequent variation) apply to all Goods and Services purchased by the Buyer from the Seller  and 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.

2.4        The Seller makes no representation about the Goods and the Services except as otherwise set out in these Conditions.

2.5        The Seller does not provide installation and related design services. The Buyer must ensure that the Goods are suitable for the Buyer’s requirements and fit for any purpose the Buyer requires the Goods to fulfill. Any guidance provided by the Seller in relation to the installation, fixing or fitting of Goods, as part of the Services or otherwise, is generic and for information only and must not be relied upon by the Buyer. Any and all such guidance and information must be verified as suitable for the Buyer’s or the Buyer’s project’s requirements by a qualified design professional.

2.6        If the Seller provides the Buyer with a Project File, the Seller shall comply with any requirements set out therein including in relation to delivery and storage of the Goods. Any lead times set out in the Project File are for information only and may be subject to change.



  3.1        The description of the Goods and/or Services shall be set out in the Seller’s Quotation as provided to the Buyer in writing.

3.2        Any figures, statements, descriptions, illustrations, photographs, drawings, weights or any other matters contained in the Seller’s catalogues, pamphlets, price lists or advertising literature or any other material in the Seller’s possession relating to the Goods or Services are not guaranteed to be accurate and are intended merely to represent a general picture of the Goods and Services and shall not form part of the Contract nor be regarded as a warranty or representation relating to the Goods.

3.3        If the Buyer wishes to order bespoke Goods in accordance with a particular grade or specification this should be stated in the Order and the Buyer shall include in the Order any relevant drawings and these will be considered as “Bespoke Goods”. Following the Seller’s Order Acknowledgement, the Seller and the Buyer will then work together to prepare the Specification for the Bespoke Goods. Following agreement between the parties, the Specification for the Bespoke Goods will be confirmed in writing by the Seller and the Seller will supply the Bespoke Goods in accordance with that Specification. If the parties cannot agree a Specification for a Bespoke Good then clauses 8.1 and 8.2 shall apply.

3.4        The Seller reserves the right at any time without notice to the Buyer to change or modify the particulars of any Specifications of any Goods or materials used in their manufacture including, 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 of the Goods or Services.

3.5        The terms of this Contract and any Specification cannot be amended without prior Written approval of both the Buyer and the Seller.



4.1        No right of ownership or interest in the Seller’s patents, registered designs, trademarks, copyrights or any other intellectual property owned by the Seller shall pass in any way to the Buyer in relation to the Goods or Services provided under the Contract.

4.2        Where the Specification is based on the Buyer’s own specification, pattern or design or where standard goods of the Seller are altered in accordance to the Buyer’s instructions

             the Buyer warrants and undertakes that such specification, pattern or design:


4.2.1 is suitable and fit for the purpose for which it is designed;

4.2.2 is complete and accurate in all respects;

4.2.3 does not infringe any patent, trademark, registered design, copyright or any other intellectual property  right of any third party,


and the Buyer shall indemnify and keep the Seller indemnified in full against any loss, damage or expense whatsoever (including costs) which the Seller may incur in or arising from the performance of the Contract by reason of any breach of clauses 4.2.1 – 4.2.3 including for any infringement of such patent, trade mark, registered design, copyright or any other proprietary right and the Buyer acknowledges that the Seller shall have no liability to the Buyer if the Goods prove to be unsuitable or not fit for the Buyer’s purposes for whatever reason, application or use.

4.3        To the extent that the Goods include patterns, designs, moulds or any other product allowing the Seller to reproduce any materials or goods title in the same shall only pass to the Buyer following payment of all sums owing under the Contract, in full. Any replacements, alteration or repairs to any Buyer’s patterns or equipment shall be paid for by the Buyer.

4.4        The Seller shall have no responsibility for any loss of or damage to any of the Buyer’s patterns, equipment or other items of property whilst on the Seller’s premises arising from storage or any unauthorised, injurious act or default by any employee of the Seller or otherwise and the Buyer must arrange its own insurance at all times for such equipment.

4.5        The Seller shall have a general lien on the entire Buyer’s property in the Seller’s possession for all sums due at any time from the Buyer and shall be entitled to retain possession of, use, sell or dispose of such property as agent for and of the expense of the Buyer and apply the              proceeds in and towards the payment of such sums on 28 days’ notice in writing to the Buyer. On accounting to the Buyer for any balance remaining after payment of any sums due to the Seller and the costs of sale or disposal, the Seller shall be discharged of any liability whatsoever in respect of the customer’s property.

4.6        Except where expressly agreed to in writing, the Seller shall have no design responsibility or liability for the Goods. 

4.7        Bespoke Goods are designed, developed and manufactured by the Seller for the Buyer only.

4.8        No refunds will be provided for Bespoke Goods, Good made up of or including surfaces in the following styles: Atria, Farrino, Genova and Nova, Goods made up of or including “Terrafina” products, or for any other Goods if so notified by the Seller in writing.



5.1        The Seller’s Quotation shall be valid for 60 days from the date of quotation.

5.2        All prices set out in a Quotation or in the Contract are fixed subject to the Seller’s rights to amend such prices as a result of things outside the Seller’s control including :

              5.2.1  any increase in the cost of materials or services required by the Seller  or,

    5.2.2  any increase in wages or production and manufacturing costs or other overheads or any other reason whatsoever beyond the control of the Seller including (but without prejudice to the generality of the foregoing) fluctuations in exchange rates between monetary currencies, the action of any government or any other authority or any labour problems.

5.3        Unless otherwise stated, the price set out in the Seller’s Quotation shall be exclusive of any value added tax, insurance, packaging, delivery, off-loading and installation of the Goods (which for the avoidance of doubt shall be at the Buyer’s sole risk and expense).

5.4        Samples submitted to the Buyer will be payable by the Buyer unless returned to the Seller, carriage paid, within 1 month from the date of dispatch. In instances where the Seller is working from a new pattern, an altered pattern, or a pattern that the Seller has not previously used or worked from, the Seller may submit sample castings for approval before manufacturing the majority of the Order which will only be commenced on receipt of such approval in writing.

5.5        The Seller may request a deposit at its discretion in relation to any Product supplied under this Contract.



6.1        Delivery of Goods shall be deemed to be effected by the Seller:

  6.1.2  where Goods are delivered by the Seller or its nominated carrier, when the same arrive  prior to unloading at the location nominated by the Buyer or at the nearest accessible road point to such location if access to the location is not reasonably possible.

 6.1.3 where Goods are delivered by a third party  carrier, at the time of loading onto the  carrier’s vehicle;

              6.1.4 where goods are collected by or on behalf of the Buyer, when the same are collected

6.2        Services shall be deemed complete when delivered by the Seller in accordance with the terms of the Contract.

6.3        The dates and times specified for delivery of Goods and/or provision of Services shall be for guidance only and shall be dates and times that the Seller hopes to effect such delivery.

6.4       If no time is agreed for Delivery then Delivery shall be at the Seller’s discretion but in any case within a reasonable time following the date on which the Goods are ready for Delivery. Time for performance of the Contract by the Seller shall not be of the essence.

6.5        Neither of the parties shall be responsible to the other for any delay in performance or non-performance due to any causes beyond their reasonable control.

6.6        The Buyer shall promptly provide approval of drawings and designs and responses to requests for information as required by the Seller. Failure by the Buyer to do so may lead to delays including in completing the Specification for bespoke Goods and the manufacture and delivery of Goods.

6.7        In the event that Delivery of the Goods does not occur in accordance with the Contract, the Seller shall be entitled to charge the Buyer all costs and expenses relating to the storage of the Goods



7.1        Where Goods are delivered and/or Services are provided by instalments each instalment shall be deemed to be provided under a separate Contract and the party in default in respect of any instalment shall be liable accordingly, but no default in respect of any one instalment shall affect due performance of the Contract as regards other instalments.

7.2        If Goods and/or Services are to be delivered in instalments the Seller shall be entitled to invoice per the Contract or as and when delivery and/or provision is made of the relevant instalment.

7.3   Payment for all delivered Goods and/or Services provided by instalments shall be due notwithstanding non-delivery and/or non-provision of other instalments or other default by the Seller. Failure by the Buyer to make payment by the due date for any one instalment for whatever reason shall entitle the Seller to suspend deliveries of the Goods and/ or provision of Services under the Contract.



8.1        The Buyer may not terminate or otherwise cancel the Contract unless agreed in writing by the Seller at its sole discretion.

8.2        If the Seller agrees to terminate the Contract in accordance with clause 8.1, the Buyer shall pay to the Seller a reasonable administration charge relating to the termination and all related losses, liabilities, costs, charges or expenses (both direct and consequential) incurred by the Seller in relation to the Contract up to the date of termination.

8.2        The Seller shall suspend the performance of the Contract on receipt of a request in Writing from the Buyer but shall only do so for a period not exceeding 28 days and the Buyer shall reimburse the Seller for all storage charges and other additional costs the Seller may incur during that period  and such costs shall be added to and form part of the price for the Goods. If such suspension shall continue for a period of more than 28 days then the Seller may terminate the Contract and the rights and liabilities of the parties shall be the same as if the Contract had been cancelled in accordance with the provisions of Condition 8.1.


9.1        The Seller shall invoice the Buyer for the Goods on the date or at the time specified in the Contract, or if no such date or time is specified at the Seller’s discretion and the Buyer shall pay the invoice within thirty (30) days of the date of the invoice, unless otherwise agreed in writing..

9.2        No payments shall be deemed to have been received until the Seller has received cleared funds. All sums due to the Seller under the Contract shall become due immediately on termination of this Contract despite any other provisions.

9.3        The Buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any disputed claim by the Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any amount which is not then due and payable by the Seller or for which the Seller disputes liability.

9.4        If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Seller on such sum from the due date for payment at the monthly rate of 6% above the base lending rate of Lloyds Bank Plc accruing on a daily basis until payment is made, whether before or after any judgment.



10.1      When the Contract provides for installation of the Goods as a Service, the Seller will supply all personnel and tools for the installation of the Goods and/ or the provision of Services according to the details specified in the Contract.

10.2    Where installation services or Services are to be provided under the Contract and unless otherwise agreed in the Contract the Buyer will be responsible for:

10.2.1  all necessary preparation of the site including all work to buildings, foundations, supporting structures and fixing points;

10.2.2    the proper unloading, safe-keeping and insurance of the Goods from the time of delivery;

10.2.3   the provision of scaffolding, lifting and any other equipment (excluding tools) and all services required to install or operate the Goods or provide the Services;

10.2.4   all and any work including but not limited to preparatory work for the installation of the Goods or provision of the Services not included in the Seller’s Quotation;

10.2.5    giving the Seller access to and possession of the site at such time and in such state as may enable it to complete the installation or provision of the Services within any agreed time limit; and

10.2.6  ensuring the site is safe and otherwise compliant with all relevant and applicable legislation.

10.3     If the Buyer falls to provide all or any of the items referred to in Condition 10.2 when the

Seller reasonably requires them or to the Seller’s reasonable satisfaction, then having given the Buyer a reasonable opportunity to remedy such failure the Seller may at its discretion and as its sole option arrange for the provision of such item or items as it may require and such expenses as may be incurred in providing such item or items shall be payable by the Buyer on demand.

10.4  The Buyer warrants:

10.4.1     that where the Goods are to be installed and/or the Services are to be performed or at the premises of any third party it has full and proper authority for the Seller to enter the premises of that third party to install the goods and/or perform the Services and undertakes with the Seller to inform it forthwith in the event of any suspension or termination of that authority;

10.4.2     that it has taken all reasonable precautions to procure that all areas on which the Seller is performing the Services ore safe and without risk to health; and

10.4.3     that it has made such enquiries as are reasonable to ensure that all areas on which the Seller is performing the Services are free from defects and agrees to fully indemnify the Seller against all and any claims which arise from any subsequent discovery of a defect on such area.


      Where the Buyer requires Goods and/or Services to be provided in addition to those set out in the Contract, the Buyer shall place an Order in Writing therefore and upon acceptance in Writing by the Seller of such Order the provision of these Conditions shall apply to those additional Goods and/or Services.


12.1 The Seller warrants that on installation and for the relevant Warranty Period the Goods shall:

12.1.1         conform in all material respects with their description and the specification set out in the Quotation;

12.1.2          be free from material defects in design, material and workmanship; and

12.1.3           be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). 


12.2   Subject to clause 12.3, if:

12.2.1          the Buyer gives notice in Writing to the Seller during the Warranty Period and within 30 days of discovery that some or all of the Goods do not comply with the warranties set out in clause 12.1;

12.2.2           the Seller is given a reasonable opportunity of examining such Goods; and

12.2.3           the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost, the Seller shall, at its option, repair or replace any Goods that are found to be in breach of clause 12.1, or refund the price of such defective Goods in full.

12.3   The Seller shall not be liable for the Goods’ failure to comply with the warranties set out in clause 12.1 above, in any of the following events:

12.3.1         the Buyer has not paid for the Goods supplied under any Contract by the due date or is otherwise in breach of the Seller’s Terms and Conditions of Sale or any other contract made with the Seller;

12.3.2           the Seller or its servants or agents are denied full and free right of access to the allegedly defective Goods in order to examine the Goods in accordance with clause 12.2.2.  

12.3.3         the defect or failure is as a result of, or caused by, wilful damage (including an act of vandalism), dirt, negligence, mis-use;

12.3.4       the defect arises as a result of or in respect of any paint, sealant, coating (including powder coating) or other product applied to the Goods;

12.3.5     the defect arises as a result of fair wear and tear or abnormal storage or working conditions;

                                 12.3.6         accidental damage to the Goods has been caused by the Buyer or any member of the public;

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

12.3.8       the Buyer alters or repairs such Goods without written consent of the Seller;

12.3.9       the defect or failure arises as a result of any inaccurate or incomplete information or details supplied by the Buyer or as a result of any defect or inaccuracy in any patterns, equipment or other property of the Buyer;

12.3.10     the Buyer makes any further use of such Goods after giving notice of defects in accordance with clause 12.2;

12.3.12        a force majeure event occurs as set out in Clause 17;

12.3.13        the Goods differ from their description and/or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

12.4          The Seller’s only liability to the Buyer if the Goods fail to comply with the warranties set out in clause 12.1 is as set out in clause 12.2.

12.5           The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

12.6          The terms of this clause 12 shall continue and apply to any repaired or replacement Goods supplied by the Seller, but only to the extent of the Warranty Period as set out in clause 12.1.

12.7            The Supplier warrants to the Buyer that the Services will be provided using reasonable care and skill and that the Services will be provided in accordance with the Contract in all material respects.

12.8            The Supplier has given commitments as to compliance of the Services with the Contract in clause 12.7. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.9            A reference to ‘Goods’ in this clause 12 is to the Goods as a whole or to the relevant product within the Goods where a Warranty Period is stated to apply to a particular product in clause 1.1.1.



            Where the Goods are not manufactured by the Seller and are delivered direct to the Buyer or collected by or on behalf of the Buyer from the manufacturer or other third party, the Seller shall not be liable for any loss or damage to such Goods whatsoever or whensoever occurring.



14.1      Until payment in full of all monies due and owing by the Buyer to the Seller on any account whatsoever in relation to the Goods, Services or otherwise has been received full legal and beneficial ownership of the Goods shall be retained by the Seller notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery.

14.2   Until payment in full of all monies due and owing by the Buyer to the Seller on any account whatsoever has been made the Buyer shall hold the Goods supplied in a fiduciary capacity and as bailee of the Seller and shall at all times take proper care of the same and will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods and in such manner that they may be clearly identified as belonging to the Seller and the Seller shall be entitled to enter any premises where the Goods are stored and repossess them at any time.

14.3     Subject to Conditions 14.4 and 14.5 the Buyer shall be at liberty to sell the Goods supplied in trust to pay to the Seller such sums to which it is entitled under the provisions of the Contract provided that the sums due to the Seller shall be kept separate from any monies of the Buyer and/ or any third party. Notwithstanding the provisions of this Condition 14.3, the Buyer may retain from the proceeds of such sale any sum in excess of the sum or sums to which the Seller is entitled under the contract or any other Contract between the Seller and the Buyer.

14.4     The Seller may at any time revoke the Buyer’s conditional power of sale contained in Condition 14.3 by giving 24 hours’ prior notice in the event of:

14.1.1the Buyer being in default for longer than 14 days in the payment of such sum whatsoever due to the Seller from the Buyer (whether in respect of the Goods and/or Services which are the subject of the Contract of in respect of any other Contract between the Seller and the Buyer); or

14.1.2 if the Seller has bona fide doubts as to the solvency of the Buyer.

14.5     The Buyer’s conditional power of sale contained in Condition 14.3 shall automatically cease if:

              14.5.1    a receiver or administrative receiver is appointed over the whole or any part of the assets or the undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (except solely for the purpose of reconstruction or amalgamation) or calls a meeting or makes any arrangement with its creditors or becomes subject to an administration order or commits any act of bankruptcy; or

             14.5.2    the Buyer pledges or in any way charges by way of security for indebtedness the whole or any part of the Goods.

14.6     Should the Contract require the installation of the Goods at or in the premises of any third party, the Buyer shall notify the third party before installation begins of the terms of this Condition 14 and obtain the acknowledgement in Writing of the third party {sending a copy thereof to the Seller) that the third party has noted the terms of this Condition 14 and concedes the rights of the Seller under it as if the Contract was made by the third party directly with the Seller and shall ensure that the Seller has a right to enter such premises to give effect to its rights under the Contract.

14.7      The Seller will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed.


15.1     The risk in the Goods shall pass to the Buyer at the time of delivery as provided for in Condition 6.

15.2     Notwithstanding the reservation of title contained in Condition 14, the Buyer shall insure the

             Goods and/or any products made wholly or partly therefrom and/or on areas on which the Services are being rendered for the full amount of the price payable under the Contract with an insurance office of repute from the time of delivery of the Goods until the date title in the Goods passes to the Buyer pursuant to Condition 14.1 or practical completion of the Services has taken place and procure that the interest of the Seller as the owner of the goods and/or performer of the Services is noted on the policy of such insurance and produce such policy to the Seller for inspection on demand



            The Seller reserves the right to defer the Date of Delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, floods, epidemic, radioactivity, lock-outs, strikes or other labour disputes, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shell be entitled to give notice in writing to the Seller to terminate the Contract.


  17.1    The Seller’s total liability under this Contract shall not exceed the price paid by the Buyer under the Contract.

   17.2  Subject to clause 17.4, the Supplier shall not be liable for any consequential, indirect or special losses.

 17.3   Subject to clause 17.4, the Supplier shall not be liable for any of the following:

  • loss of profit;
  • loss or corruption of data;
  • loss of use;
  • loss of production;
  • loss of contract;
  • loss of opportunity;
  • loss of savings, discount or rebate (whether actual or anticipated);
  • harm to reputation or loss of goodwill.
  • Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
    • death or personal injury caused by negligence;
    • fraud or fraudulent misrepresentation;
    • any other losses which cannot be excluded or limited by applicable law



18.1      If at any time any one or more of the provisions, or part thereof, these Conditions becomes or is invalid, illegal or unenforceable in any respect under any law or is held by a court to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

18.2    The Buyer and Seller shall each comply with their respective obligations under the Data Protection Act 2018 and the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

18.3       These Conditions and each and every Contract made pursuant to them shall be governed by and construed in all respects in accordance with the laws of England and the Seller and the Buyer hereby agree to submit to the exclusive jurisdiction of the English Courts.

18.4      Any notice required or permitted to be given by either party of the other under these  Conditions shall be in Writing addressed to that other party or its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

18.5     No waiver by the Seller or any breach of any provision of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision end the Seller shall not be prejudiced by any forbearance or indulgence granted by it to the Buyer.