POLYPOOL TERMS AND CONDITIONS OF SALE

1. GENERAL
1. These conditions (the Conditions) shall apply to any contract (the Contract) for the supply of goods (the Goods) and/or services (the Services) by Polypool Ltd. (the Company) to any person, firm or company who purchases the Goods and/or Services from the Company (the Customer) and shall override and take the place of any other terms or conditions produced or referred to by the Customer. No other terms or conditions shall be included or implied unless previously agreed upon in writing by the Company and in the event of any conflict or inconsistency between these Conditions and the terms of the Customers order, these Conditions shall prevail.
2. Telephone orders must be confirmed in writing. No responsibility can be accepted by the Company for inaccuracies due to orders being given by telephone.
3. No variation of or addition to these Conditions will bind the Company or form part of the Contract, and no order placed may be cancelled, deferred or varied without the written agreement of an authorised representative of the Company. In the event of cancellation or variation of an order by the Customer, the Company shall be entitled to be paid any costs, loss or damage incurred or agreed to be incurred with regard to the order.
4. All quotations issued by the Company may be withdrawn at any time and shall in any event lapse after 30 days.
5. Without prejudice to the generality of Condition 10, if any Goods are to be manufactured, designed, built or configured and/or any process is to be applied to any Goods by the Company and/or any Services are to be performed by the Company in accordance with any specification or instructions submitted by the Customer, the Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any patent, copyright, design, trade mark or any other intellectual property right of any other person resulting from the Companys use of any specification, or adherence to any instructions, so submitted.

2. ACCEPTANCE
1. Each order for Goods or Services to be supplied by the Company shall be deemed to be an offer by the Customer to purchase the Goods and/or Services upon these Conditions, which shall be subject to acceptance by the Company at the Companys sole discretion, in a written acknowledgment of order issued by the Company. The Customers order must be submitted together with a deposit or payment in full as agreed between the Company and Customer for the cost of the Goods and/or Services. If payment is not made at the time of the order then the Company may at its discretion accept the order if the Company is satisfied as to the Customers credit. The Company will endeavour to inform the Customer if credit is not authorised but will not be liable for any failure to do so.

3. PRICE
1. The price of the Goods shall be the price listed in the Companys price list or any prices quoted by the Company and current at the date of despatch of the Goods.
2. All prices shown on the Companys price list or any prices quoted by the Company are subject to variation without prior notice in the event of any increase in the cost to the Company which is due to any factor beyond its reasonable control. Without limitation, the Customer shall pay to the Company any additional sums which, in the Companys sole discretion, are required as a result of the Customers instructions or lack of instructions, or any other cause attributable to the Customer directly or indirectly, including, without limitation, any failure by the Customer to fulfil any obligation set forth in Conditions 6.9-6.11. The Company reserves the right to increase the price of any Goods or Services due to any change in delivery dates, quantities or specifications for the Goods or the Services requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
3. Unless otherwise stated the prices for the Goods and/or Services do not include the cost of carriage, installation, insurance during transit, or any other taxes or other impositions or duties, all of which shall be paid for by the Customer in addition to the price and on the same terms as the price unless otherwise agreed in writing by the Company.
4. Prices quoted are exclusive of VAT which is chargeable at the current rate and which the Customer shall additionally be liable to pay to the Company.

4. PAYMENT
1. Subject to any special terms agreed in writing between the Company and the Customer, payment for the Goods and/or Services shall be made in full with order, and delivery or performance, as applicable, shall not be made until payment has been received in full by the Company.
2. The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
3. All invoices issued by the Company shall be due and payable within 30 days of the date of the relevant invoice, unless otherwise stated thereon.
4. Subject to a deposit payment for the Goods being received from the Customer, the procurement process for manufacturing and ordering will commence. Should the Customer cancel the order after the procurement process has commenced, all costs incurred will be deducted from the deposit payment. In the event that the amount of the deposit monies shall be insufficient for costs incurred, all extra costs will be billed to the Customer in a separate invoice for payment.
5. Any grant of credit must be agreed in advance in writing by an authorised representative of the Company. Payment is to be made and funds cleared 3 days before date of delivery.
6. The Company has the right to withdraw credit at any time by giving written notice to the Customer in which case all amounts due to the Company from the Customer shall become immediately due and payable.
7. The time for payment shall be of the essence of the Contract. In the event of any default in payment by the due date, the Company reserves the right (without prejudice to any other rights or remedy available to it) to charge interest (both before and after any judgement) on all amounts overdue at the rate of 5% per annum above the Bank of Englands base lending rate from time to time, calculated on a daily basis, until payment in full is made and to suspend delivery or performance, as applicable, or terminate the Contract in respect of any Goods or Services remaining undelivered or unperformed, as applicable.
8. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall reimburse the Company for any and all costs incurred by the Company in recovering payment pursuant to this Condition 4.8.
9. If the Customer defaults in any of its commitments to the Company or suffers any distress or execution upon its property or makes or offers to make any arrangement or composition with its creditors or has an interim order made against it under the Insolvency Act 1986, or if a receiver or administrator is appointed over all or part of its assets or a resolution or petition to wind-up its business or appoint an administrator is passed or presented, or if a Customer who is a natural person dies or becomes bankrupt, then the Company shall be entitled (without prejudice to the exercise of any other right or remedy available to it) to immediate payment of all sums then or thereafter due to the Company in respect of Goods or Services delivered to, or performed for, the Customer.

5. FORCE MAJEURE
1. The Company shall not be liable for any loss or damage arising from delay in production or delivery of any Goods or the performance of any Services or failure to fulfil any of its other obligations to the extent that such delay or failure is caused wholly or in part by fire, strikes, lock outs, dispute with workmen, flood, delay in transport, shortage of fuel, default of supplier, inability to obtain material, embargo act, or demand of any government department or local authority as a consequence of war or hostilities (whether declared or not) or force majeure, or by Act of God, or by any other matter or thing beyond the Companys reasonable control. If any such delay or failure occurs then the period for the Company to perform its obligations shall be extended by such period as the Company may reasonably require.

6. DELIVERY AND PERFORMANCE
1. Any date or time given by the Company to the Customer for the delivery of the Goods or performance of the Services is an estimate only. While the Company will always endeavour to meet dates or times given or specified by either party, no such dates or times shall be binding on the Company or form part of the Contract.
2. Without limiting the provisions of Condition 6.1, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or performance of the Services (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
3. The Company may deliver the Goods in advance of the quoted delivery date upon giving reasonable notice to the Customer.
4. Each delivery shall be deemed to be a separate contract for the purposes of these Conditions. Failure to comply with any delivery date shall not be deemed to be a repudiation of the balance of the Contract.
5. The Company shall arrange for the carriage of the Goods to the Customers premises unless otherwise specified in the order acknowledgement. Subject always to Condition 6.7 (a) below, the Goods shall be at the Customers risk as from the time of delivery to the Customers premises. Notification of short deliveries or loss or damage to Goods in transit must be made in writing to the Company within three working days of the date when the Goods have or should have been delivered. The Company shall be under no liability therefor unless such notification is made by the Customer and confirmed by the Company.
6. The Company reserves the right to charge an additional fee if the Customer delays delivery after the date of delivery requested by the Customer in its order. This fee will be based on the sales Contract value of the Goods in storage multiplied by a percentage equal to 8% above the Bank of Englands base rate per calendar month or 30 per day for part month plus transport costs.
7. Without prejudice to the provisions of Condition 6.6, if for any reason the Customer fails to take or accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
1. risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
2. the Goods shall be deemed to have been delivered; and
3. the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance);or
4. sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale of the Goods), charge the Customer for any shortfall below the price for the Goods.
8. Unless the Company receives written notice from the Customer that delivery is to be made only to a specific person, any person accepting delivery at the Customers premises shall be deemed to have the Customers authority to accept the Goods.
9. With respect to any Services which the Company is to perform for the Customer, the Customer shall:
1. co-operate with the Company in all matters relating to the provision of the Services;
2. provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with such access to the Customer's premises together with anything therein or thereon;
3. provide to the Company, in a timely manner, such information as the Company may require and ensure that any such information is accurate and fully comprehensible in all material respects;
4. be responsible (at its own cost) for preparing and maintaining the Customers premises for the supply of the Services and for reinstating such premises once performance of the Services has been completed;
5. be solely responsible for ensuring the safety of any and all of the Customers employees, invitees and licensees who are or may be present on the Customers premises during the performance of the Services (both inside and outside normal business hours), including but not limited to restricting access to those areas of the Customers premises where the Services are or are to be performed to those individuals engaged in performing the Services, or providing assistance to those so engaged;
6. inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises;
7. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the provision of the Services, in all cases before the date on which the provision of the Services is to commence; and
8. effect and maintain appropriate insurance in an adequate amount with respect to all possible risks which may arise in connection with the deployment of any person engaged by the Company to perform the Services at the Customers premises and shall, at the Companys request, provide such evidence of such insurance as the Company may reasonably require.
10. Without prejudice to Condition 6.9, prior to performance of the Services, the Customer shall remove from the Customers premises any item that could pose an obstacle to the performance of the Services. The Customer shall incur additional charges if the Company has to remove, dismantle and/or dispose of any item at the Customers premises. Without limitation, the Customer acknowledges that no cleanup work will be carried out by the Company and that any waste material arising from the performance of the Services shall be removed by the Customer at the Customers cost. If the Company discovers, before or during the performance of the Services, problems at the Customers premises which materially affect the Companys ability to perform the Services in accordance with the Companys standards at the price quoted or agreed by the Company pursuant to Condition 2, it shall be free to vary the price. Without limitation, any additional costs caused by any delay in the performance of the Services, or any suspension of performance, at the Customers premises (for reasons beyond the control of the Company) e g industrial action, shall be treated as a variation to the Customers original order and the Customer shall be liable for any such additional costs.
11. If the Company's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay, but the Customer shall be fully liable for any costs, charges or losses sustained or incurred by the Company so arising.
12. The Customer shall not, without the prior written consent of the Company, whether acting on the Customers own account, on behalf of, or with any other person (including any person which the Customer directs to act on its behalf) , at any time from the date of the Contract to the expiry of 6 months after the last date of performance of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
13. Any consent given by the Company in accordance with Condition 6.12 shall be subject to the Customer paying to the Company a sum equivalent to 15 % of the then current annual remuneration of the Company's employee, consultant or subcontractor.

7. TITLE TO THE GOODS
1. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods remains vested in the Company and shall only pass from the Company to the Customer upon full payment being made by the Customer of all sums due, on whatever account or grounds to the Company. In the event of Goods being sold by the Customer in such a manner as to pass to a third party a valid title to the Goods, whilst any such sums are due to the Company, the Companys right under this Condition shall attach to such part of the proceeds of sale as is equivalent to the sums due to the Company and the Customer shall place the relevant part of the proceeds of sale in a separate account.
2. Until such time as title to the Goods passes to the Customer, the Customer shall hold the Goods as the Companys fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and any third parties and properly stored, protected and insured and identified as the Companys property. Until that time, the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds properly stored, protected and insured.
3. Until such time as title to the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. Without limitation, the Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes to secure full rights of access at any time to any such premises for the Company, its agents and employees in order to inspect the Goods, or, where the Customer's right to possession has terminated,(for any reason including, without limitation, the failure of the Customer to make full payment when due) to recover and to undertake any work required to remove them, notwithstanding that the Goods may be affixed or attached to any other goods or property.
4. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain the property of the Company, but if the Customer does so, all monies owing by the Customer to the Company (without prejudice to any other rights or remedies of the Company) shall become immediately due and payable.
5. The Customer shall inform any sub-purchaser that the Goods are sold subject to a retention of title clause and shall impose a clause in similar terms to the sub-purchaser providing the same rights as in this clause. The Customer accepts the right of the Company to receive payment for the Goods direct from the sub-purchaser.

8. CLAIMS
1. Any claim by the Customer that the Goods supplied do not conform to Contract specifications must be notified in writing to the Company within three days of delivery. The Goods in question shall not be subjected to any process, or disposed of, until the Company has had the opportunity to make an inspection of and/or test of, the Goods. The Customer should examine the Goods upon delivery and if any items are damaged or missing should state the details on the Goods received note.
2. If the Goods upon examination are not found to be defective, the Companys costs of inspection and all costs of carriage to and from the Company shall be borne by the Customer. If the Goods are found to be defective, the Company shall at its option replace or repair the Goods or credit the Customer with their invoiced value or part thereof and reimburse the Customers costs of carriage and this shall be the limit of the Companys responsibility.

9. WARRANTIES AND LIABILITY
1. Together with the provisions of Conditions 8 and 6.5, (to which, for the avoidance of doubt, the provisions of this Condition 9 shall also apply) the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
1. any breach of these Conditions;
2. any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
2. Subject as provided below in this Condition 9, the Company warrants that any Goods manufactured by the Company will be of satisfactory quality and that they will be free of defects in materials and workmanship for a period of one year from the date of delivery of the Goods by the Company to the Customers premises. During such period, subject to payment of all amounts due from the Customer for the Goods having been made in full, the Company will at its discretion repair or provide replacement Goods free of charge if any corresponding Goods manufactured by the Company fail to perform satisfactorily during the warranty period due to defects in manufacture or materials, or refund to the Customer the invoiced value (or part thereof) of the defective Goods. If the Goods are damaged, abused or worn from extended use during the warranty period they will be repaired as economically as possible at the Customers expense. For the avoidance of doubt, the warranty set out in this Condition 9.2 shall not cover the installation or re-installation (or fitting or re-fitting) of the Goods, which shall be separately chargeable.
3. The warranty set out in Condition 9.2 shall not extend to parts, materials or equipment not manufactured by the Company, but the Company shall endeavour to pass on to the Customer the benefit of any warranty or guarantee given by the manufacturer of any such parts, materials or equipment to the Company.
4. If the Customer has made it expressly known to the Company in the Customers order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in a written acknowledgment of order issued pursuant to Condition 2 that it will supply Goods suitable for that purpose, then the Company warrants that the Goods shall, on delivery, be reasonably fit for the purpose so stated.
5. The Company warrants that the Services shall be performed with reasonable skill and care.
6. The Company shall not accept liability for any defect in the Goods arising from or as a result of:
1. The Goods having been installed, commissioned or serviced by persons other than the Company or its approved agents or subcontractors; or
2. Replacement parts, additional parts or accessories having been attached to or used in conjunction with the Goods (other than those approved in writing by the Company); or
3. The Goods having been modified or adapted for use or otherwise used in a way or for a purpose which does not conform with any recommendation of the Company; or
4. Any specification supplied by the Customer, or from fair wear and tear, wilful damage or negligence.
7. In the event of any warranty claim, the Company may elect whether to request the return of the Goods to, or to the order of, the Company (all costs of carriage to be borne by the Customer) or to inspect the Goods at the place of installation. If the Goods returned to the Company are found to be defective, the Company shall reimburse to the Customer the cost of returning the Goods to the Company. Goods may only be returned to the Company following prior authorisation by the Company. In the event of a warranty claim under Condition 9.5, the Company shall re-perform any Services which are proved to the reasonable satisfaction of the Company not to have been performed with reasonable skill and care.
8. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.
9. Nothing in these Conditions excludes or limits the liability of the Company:
1. for death or personal injury caused by the Company's negligence; or
2. under section 2(3), Consumer Protection Act 1987; or
3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
4. for fraud or fraudulent misrepresentation.
10. Subject to Condition 9.8 and Condition 9.9:
11. The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
12. The Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
13. The Company may provide the Customer with names of subcontractors to install the pool or any of its ancillary items; this service, if provided, does not in any way constitute any legal or binding contract between the Company and Customer. The Company will not be held accountable for any loss, damage or quality of workmanship carried out by any such subcontractor.

10. INDEMNITY
1. The Customer shall hold the Company harmless and shall keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from any act or omission of the Customer, or from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.

11. EXPORT ITEMS
1. In these Conditions Incoterms means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
2. Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 10 shall (subject to any special terms agreed in writing between the Customer and the Company) apply notwithstanding any other provision of these Conditions.
3. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.Unless otherwise agreed in writing between the Customer and the Company, all prices are Exworks.The Customer shall be responsible for arranging for testing and inspection of the Goods at the Companys premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
4. Our standard export payment terms are prepayment for orders up to STG 5,000.00 with order and for orders exceeding STG 5,000.00.in value, a deposit payment with order and balance payment by irrevocable letter of credit opened by the Customer in favour of the Company, payable at sight and confirmed by a bank in England or Wales acceptable to the Company, unless the Company has agreed in writing on or before acceptance of the Customers order to waive this requirement.

12. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
1. The Customer and the Company agree that in the course of the Company providing Goods and/or Services to the Customer, the parties may disclose to each other certain information which the disclosing party has designated as confidential or which should reasonably be supposed to be confidential (the Confidential Information). The Customer and the Company agree that each party will maintain the Confidential Informations confidentiality and not disseminate it to any third party without the disclosing partys prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving partys possession through no fault of the receiving party.
2. The Customer acknowledges the Companys ownership of any intellectual property rights in any Goods and/or Services provided to the Customer pursuant to the Contract and agrees not to contest the Companys ownership or use of any such intellectual property rights. Without limitation, the Customer shall not acquire any such intellectual property rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such intellectual property rights or any licence. The Customer further acknowledges that, without limitation, any and all intellectual property rights developed by the Company in performing any Services or providing any Goods shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this Condition 12.2.

13. SEVERANCE
1. If any provision of the Contract 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, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14. SPECIFICATIONS
1. The Company shall not be under any liability in respect of specifications, illustrations or other matter in relation to Goods contained in any material such as brochures, price lists or trade publications, descriptive or advertising matter or delivery notes other than in respect of specifications expressly set out in the Companys acknowledgement of order.

15. MISCELLANEOUS
1. Should a change in the status or name of the Company, or of the Customers company registration number or in the location of the Customers premises occur, then liability will remain with the Customer originating that order unless and until such change in the status or name of the Company, or of the Customers company registration number or the location of the Customers premises has been notified and acknowledged in writing by an authorised representative of the Company.
2. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
4. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
6. The Customer shall not assign or delegate any duties hereunder.
7. The Company may subcontract any or all of its obligations hereunder without the prior consent of the Customer.
8. The law applicable to the Contract is English law and the Customer and the Company hereby submit to the exclusive jurisdiction of the Courts of England and Wales.