GORDON PRODUCTS LIMITED 

TERMS AND CONDITIONS OF SUPPLY 

1. Definitions and interpretation 

1.1 The following definitions and rules of interpretations apply in this Contract (unless the context  requires otherwise): 

Business Day a day, other than a Saturday, Sunday or public holiday in  England, when banks in London are open for business; 

Charges all and any fees and charges payable by the Customer to Gordon  Products under or in connection with a Contract; 

Conditions the terms and conditions set out in this document, as amended  from time to time in accordance with Condition 14.4; 

Contract each contract between Gordon Products and the Customer for  the sale and purchase of the Goods formed in accordance with  

these Conditions; 

Customer the person or firm who places an Order with Gordon Products; 

Delivery has the meaning given in Condition 4.3 and Deliver shall be  construed; accordingly, 

Delivery Location has the meaning given in Condition 4.2; 

Force Majeure Event an event, circumstance or cause beyond a party’s reasonable  control; 

Goods the goods (or any part of them) to be supplied by Gordon  Products to the Customer, comprising those goods identified in  

the Order Confirmation, or, in the absence of an Order  

Confirmation, those goods allocated by Gordon Products to the  

fulfilment of an Order; 

Gordon Products Gordon Products Limited incorporated and registered in England  and Wales with company number 02401214 whose registered  

office is at 100 Main Street, Frodsham, Cheshire WA6 7AR: 

Order the Customer’s order for the supply of goods in accordance with  these Conditions as communicated to Gordon Products via any  

method of communication made available by Gordon Products  

from time to time;  

Order Confirmation has the meaning given in Condition 2.2; 

Specification the description for the Goods set out or referred to in the Order Confirmation, including any such description set out on the  

Website, or any alternative specification for the Goods that is  

agreed in writing by the Customer and Gordon Products; 

Trade Account Customer 

a customer, as identified from time to time by Gordon Products after completing a credit application form, with access to trade  credit terms in respect of invoices due for payment under the  Contract; 

VAT value added tax chargeable under the Value Added Tax Act  1994; 

Website Gordon Products’ website, as updated from time to time and  available at: https://gordonproducts.co.uk.  

1.2 The headings in the Contract are inserted for convenience only and shall not affect its  construction. 

1.3 A reference to: 

1.3.1 a person includes an individual, company, LLP, corporate, partnership, joint  venture, association, trusts, unincorporated bodies and associations and that  person’s personal representatives, successors and permitted assigns. 

1.3.2 the singular includes the plural and vice versa, and to the masculine shall include  the feminine and neuter and vice versa. 

1.3.3 a Condition is a reference to a Condition of the Contract and its sub-Conditions. 

1.3.4 a statute or statutory provision is a reference to it as amended, extended or re enacted from time to time and such statute or statutory provision shall include all  subordinate legislation made from time to time under that statue or statutory  provision. 

1.3.5 writing or written excludes fax but includes email. 

1.3.6 an English legal term for any action, remedy, method of judicial proceeding, legal  document, legal status, court, official or any legal concept or thing shall, in respect  of any jurisdiction other than England, be deemed to include a reference to that  which most nearly approximates to the English legal term in that jurisdiction. 

1.3.7 include, including and in particular or anything similar are illustrative only and  none of them shall limit the sense of the words preceding or following them and each  of them shall be deemed to incorporate the expression without limitation. 

1.3.8 the Parties shall mean Gordon Products and the Customer, and the term Party shall be construed accordingly. 

2. Basis of contract 

2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with  these Conditions. The Customer is responsible for ensuring that the terms of the Order and  any applicable Specification submitted by the Customer are complete and accurate. 

2.2 The Order shall only be deemed to be accepted when Gordon Products issues a written  acceptance of the Order (the Order Confirmation), at which point, and on which date the  Contract shall come into existence. 

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

2.4 Any samples, drawings, descriptive matter or advertising produced by Gordon Products and  any descriptions or illustrations contained in Gordon Products’ catalogues, brochures or  Website are produced for the sole purpose of giving an approximate idea of the Goods  referred to in them. They shall not form part of the Contract nor have any contractual force. 

2.5 A quotation for the Goods given by Gordon Products shall not constitute an offer.  

3. Goods 

3.1 The Goods are as described on the Website or as detailed in any applicable Specification.  

3.2 Gordon Products reserves the right to amend the Specification if required by any applicable  statutory or regulatory requirement, and Gordon Products shall notify the Customer in any  such event. 

4. Delivery 

4.1 Gordon Products shall ensure that each delivery of the Goods is accompanied by a delivery  note that shows the estimated delivery date, applicable reference number, the type and  quantity of the Goods (including the code number of the Goods, where applicable), special  storage instructions (if any) and, if the Goods are being delivered by instalments, the  outstanding balance of Goods remaining to be delivered. 

4.2 Gordon Products shall deliver the Goods to, or if agreed by the Parties the Customer shall  collect the Goods from, the location set out in the Order Confirmation or such other location  as the parties may agree at any time after Gordon Products notifies the Customer that the  Goods are ready (the Delivery Location). 

4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location (Delivery). 

4.4 Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the  essence. Gordon Products shall not be liable for any delay in Delivery of the Goods that is  caused by an event beyond Gordon Products’ reasonable control or the Customer’s failure to  provide Gordon Products with adequate delivery instructions or any other instructions that are  relevant to the supply of the Goods. 

4.5 If Gordon Products fails to Deliver the Goods, its liability shall be limited to the costs and  expenses incurred by the Customer in obtaining replacement goods of similar description and  quality in the cheapest market available, less the price of the Goods. Gordon Products shall  have no liability for any failure to deliver the Goods to the extent that such failure is caused  by an event beyond Gordon Products’ reasonable control or the Customer’s failure to provide  Gordon Products with adequate delivery instructions or any other instructions that are relevant  to the supply of the Goods. 

4.6 If the Customer fails to collect the Goods within 10 Business Days of Gordon Products notifying the Customer that the Goods are available for Delivery, or the Customer fails to or  accept Delivery of the Goods at the time Gordon Products (or its representative) attempts to  make Delivery, then, except where such failure or delay is caused by an event beyond Gordon  Products’ reasonable control or Gordon Products’ failure to comply with its obligations under  the Contract in respect of the Goods: 

4.6.1 Delivery of the Goods shall be deemed to have been completed at 9.00 AM on the  tenth Business Day after the day on which Gordon Products notified the Customer  that the Goods were available for Delivery, or the date Gordon Products (or its  representative) attempted to make Delivery of the Goods; and 

4.6.2 Gordon Products shall store the Goods until the Customer (or its representative)  takes physical possession of the Goods, and charge the Customer for all related  costs and expenses (including insurance and any additional charges incurred by  Gordon Products in transporting the Goods to the Delivery Location and/or  transporting the Goods to Gordon Products’ storage facility). 

4.7 If, 10 Business Days after the day on which Gordon Products notified the Customer that the  Goods are available for Delivery the Customer has taken physical possession of the Goods,  Gordon Products may resell or otherwise dispose of all or part of the Goods and, after  

deducting reasonable storage and selling costs, charge the Customer for any shortfall below  the price of the Goods. 

4.8 Gordon Products may deliver the Goods by instalments, which shall be invoiced and paid for  separately. Each instalment shall constitute a separate contract. Any delay in delivery or  defect in an instalment shall not entitle the Customer to cancel any other instalment. 

5. Quality 

5.1 Gordon Products warrants that on Delivery, and for a period of 14 days from Delivery, the  Goods shall: 

5.1.1 conform with their description and, where applicable, the Specification. 

5.1.2 to the extent that the Goods were manufactured by Gordon Products, be free from  material defects in design, material and workmanship;  

5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 5.1.4 be fit for any purpose held out by Gordon Products. 

5.2 Subject to Condition 5.3, if: 

5.2.1 the Customer gives notice in writing to Gordon Products: 

(a) within 14 days of Delivery in the case of defects discovered by physical  inspection; or 

(b) in the case of latent defects, within 14 days of the date on which the Customer  became aware (or should reasonably have become aware) of the defect. 

that some or all of the Goods do not comply with the warranty set out in Condition 5.1; 

5.2.2 Gordon Products is given a reasonable opportunity of examining such Goods; and 

5.2.3 the Customer (if asked to do so by Gordon Products) returns such Goods to Gordon  Products’ place of business at the Customer’s cost, 

Gordon Products shall, at its option, repair or replace the defective Goods, or refund the price  of the defective Goods in full. 

5.3 Gordon Products shall not be liable for the Goods’ failure to comply with the warranty set out  in Condition 5.1 if: 

5.3.1 the Customer makes any further use of such Goods after giving notice in accordance  with Condition 5.1.1; 

5.3.2 the defect arises because the Customer failed to follow Gordon Products’ oral or  written instructions as to the storage, commissioning, installation, use or  maintenance of the Goods or (if there are none) good trade practice regarding the  same. 

5.3.3 the defect arises as a result of Gordon Products following any drawing, design or  Specification supplied by the Customer. 

5.3.4 the Customer, or a third party on behalf of the Customer, alters or repairs such  Goods without the written consent of Gordon Products. 

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or  abnormal storage or working conditions; or 

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

5.4 Except as provided in Condition 5.2, Gordon Products shall have no liability to the Customer  in respect of the Goods’ failure to comply with the warranty set out in Condition 5.1. 

5.5 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. 

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Gordon  Products. 

6. Title and risk 

6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 6.2 Title to the Goods shall not pass to the Customer until: 

6.2.1 Gordon Products receives payment in full (in cash or cleared funds) for the Goods  and any other goods that Gordon Products has supplied to the Customer in respect  of which payment has become due, in which case title to the Goods shall pass at  the time of payment of all such sums; and 

6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the  Customer at the time specified in Condition 6.4. 

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

6.3.1 store the Goods separately from all other goods held by the Customer so that they  remain readily identifiable as Gordon Products’ property. 

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to  the Goods. 

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks  for their full price from the date of delivery. 

6.3.4 notify Gordon Products immediately if it becomes subject to any of the events listed  in Condition 9.1.3 to Condition 9.1.5; and 

6.3.5 give Gordon Products such information as Gordon Products may reasonably require  from time to time relating to: 

(a) the Goods; and 

(b) the ongoing financial position of the Customer. 

6.4 Subject to Condition 6.5, the Customer may resell or use the Goods in the ordinary course of  its business (but not otherwise) before Gordon Products receives payment for the Goods.  However, if the Customer resells the Goods before that time: 

6.4.1 it does so as principal and not as Gordon Products’ agent; and 

6.4.2 title to the Goods shall pass from Gordon Products to the Customer immediately  before the time at which resale by the Customer occurs. 

6.5 At any time before title to the Goods passes to the Customer, Gordon Products may: 

6.5.1 by notice in writing, terminate the Customer’s right under Condition 6.4 to resell the  Goods or use them in the ordinary course of its business; and 

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

7. Charges and payment 

7.1 The price of the Goods shall be the price set out in the Order Confirmation, or, if no price is  quoted, the price set out in Gordon Products’ published price list in force as at the date of the  Order Confirmation, subject always to Condition 7.2. 

7.2 Gordon Products may, by giving notice to the Customer at any time before Delivery, increase  the price of the Goods and/or the cost of delivery to reflect any increase in the cost of the  Goods and/or delivery that is due to: 

7.2.1 any factor beyond Gordon Products’ control (including foreign exchange  fluctuations, increases in taxes and duties, and increases in labour, materials and  other manufacturing costs). 

7.2.2 any request by the Customer to change the delivery date(s), Delivery Location, quantities or types of Goods ordered, or the Specification; or 

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to  give Gordon Products adequate or accurate information or instructions. 

7.3 Gordon Products may (in its absolute discretion):  

7.3.1 where the Customer is not a Trade Account Customer, require payment of a deposit  or payment in full prior to Delivery, and shall raise its invoice for the same prior to  Delivery; or  

7.3.2 where the Customer is a Trade Account Customer, agree other payment terms with  the Customer and shall raise its invoices for the Charges in accordance with such  agreed payment terms.  

7.4 Notwithstanding Condition 7.4, Gordon Products shall be entitled to raise its invoice for all  Charges due in respect of an Order within 30 days of Delivery of the Order.  

7.5 The Customer shall pay each invoice submitted by Gordon Products: 

7.5.1 within 30 days of the date of the invoice or in accordance with any credit terms  agreed by Gordon Products and confirmed in writing to the Customer; and 

7.5.2 in full and in cleared funds to a bank account nominated in writing by Gordon  Products, and 

time for payment shall be of the essence of the Contract. 

7.6 All amounts payable by the Customer under the Contract:  

7.6.1 are exclusive of VAT or any similar tax, which shall be payable at the rate and in the  manner prescribed by law from time to time, and all costs of packaging, insurance  and transport of the Goods, for which the Customer shall be invoiced. 

7.6.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other  than any deduction or withholding of tax as required by law). 

7.6.3 shall be non-refundable. 

7.7 If the Customer fails to make a payment due to Gordon Products under the Contract by the  due date, then, without limiting Gordon Products’ remedies under Condition 8.1, the Customer  shall pay interest on the overdue sum from the due date until payment of the overdue sum,  whether before or after judgment. Interest under this Condition 7.6 will accrue each day at 5%  a year above the Bank of England’s base rate from time to time, but at 5% a year for any  period when that base rate is below 0%. 

7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim,  deduction or withholding (other than any deduction or withholding of tax as required by law). 

8. Limitation of liability 

8.1 This Condition 8 sets out the entire liability of Gordon Products in respect of any breach of its contractual obligations, any use made by the Customer of the Goods, any misrepresentation,  mis-statement or tortious act or omission (including negligence but excluding any of the same  made fraudulently) arising under or in connection with the Contract. 

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including any liability  for: 

8.2.1 death or personal injury caused by negligence. 

8.2.2 fraud or fraudulent misrepresentation; or 

8.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.  

8.3 Subject to Condition 8.2, Gordon Products’ total liability to the Customer arising under or in  connection with the Contract shall not exceed an amount equal to 100% of the total Charges  paid or payable to Gordon Products under the Contract. 

8.4 Subject to Condition 8.2, Gordon Products shall not be liable to the Customer for any loss or  damage which may be suffered by the Customer (or any person claiming through or under  the Customer) whether the same are suffered directly or indirectly and whether the same arise  in contract, tort (including negligence) or howsoever otherwise, which falls within any of the  following categories: 

8.4.1 loss of profits. 

8.4.2 loss of turnover. 

8.4.3 loss of sales or business. 

8.4.4 loss of agreements or contracts. 

8.4.5 loss of anticipated savings. 

8.4.6 loss of or damage to goodwill or reputation; and 

8.4.7 special, indirect or consequential loss. 

8.5 Gordon Products shall not be liable for any loss or damage suffered or incurred by the  Customer to the extent that such loss or damage arising from or in connection with:

8.5.1 any failure of the Customer to observe and perform its obligations under the  Contract. 

8.5.2 any unauthorised or incorrect use or handling of the Goods or use other than in  accordance with the terms of the Contract or Gordon Products’ instructions. 

8.5.3 any modification or alteration of the Goods by any person other than Gordon  Products. 

8.5.4 errors or omissions in any Goods to the extent that they are based on or relate to  the information or instructions provided by the Customer to Gordon Products. 

8.5.5 any actions taken by Gordon Products at the Customer’s direction. 

8.6 Gordon Products shall have no liability to the Customer in respect of any event giving rise to  a liability under or in connection with the Contract unless the Customer has served notice of  the same upon consultant within 3 months of the date the Customer became aware, or ought  to have become aware, of the consequences of the event. 

8.7 This Condition 8 shall survive termination of the Contract. 

9. Termination 

9.1 Without limiting its other rights or remedies, Gordon Products may terminate this Contract with  immediate effect by giving written notice to the Customer if: 

9.1.1 the Customer fails to pay any amount due under the Contract on the due date for  payment. 

9.1.2 the Customer commits a material breach of any term of the Contract and (if such a  breach is remediable) fails to remedy that breach within 14 days of being notified in  writing to do so; 

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

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

9.1.5 the Customer’s financial position deteriorates so far as to reasonably justify the  opinion that its ability to give effect to the terms of the Contract is in jeopardy. 

9.2 Without limiting its other rights or remedies, Gordon Products may suspend provision of the  Goods under the Contract or any other contract between the Customer and Gordon Products if the Customer becomes subject to any of the events listed in Condition 9.1.3 to Condition 9.1.5, or Gordon Products reasonably believes that the Customer is about to become subject  to any of them, or if the Customer fails to pay any amount due under this Contract on the due  date for payment. 

10. Consequences of termination 

10.1 On termination of the Contract for any reason the Customer shall immediately pay to Gordon  Products all of Gordon Products’ outstanding unpaid invoices and interest and, in respect of  Goods supplied but for which no invoice has been submitted, Gordon Products shall submit  an invoice, which shall be payable by the Customer immediately on receipt. 

10.2 Termination of the Contract, however arising, shall not affect any of the parties’ rights and  remedies that have accrued as at termination, including the right to claim damages in respect  of any breach of the Contract which existed at or before the date of termination. 

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

11. Force Majeure 

Gordon Products shall not be in breach of the Contract or otherwise liable to the Customer in  any manner whatsoever for any failure or delay in performing its obligations under the  Contract due to a Force Majeure Event. In such circumstances the time for performance of  such obligations by Gordon Products shall be extended accordingly by such amount of time  as Gordon Products deems reasonable, taking into account of the circumstances of the Force  Majeure Event. If the period of delay or non-performance continues for 3 months, Gordon  Products may terminate the Contract by giving 30 days’ written notice to the Customer.  

12. Confidentiality 

12.1 Notwithstanding any separate confidentiality agreements which may have been entered into  by the parties, the Customer undertakes that it shall not at any time disclose to any person  Gordon Product’s confidential information, provided that this restriction does not apply to: 

12.1.1 any use or disclosure authorised by Gordon Products or as required by law; or 

12.1.2 any information which is already in, or comes into, the public domain otherwise than  through the Customer’s unauthorised disclosure.  

13. Intellectual Property 

13.1 All Intellectual Property Rights in or arising out of or in connection with the Products (but  excluding those in any materials provided by the Customer for the purposes of agreeing a  Specification) shall be owned by Gordon Products.  

13.2 The Customer grants Gordon Products a fully paid-up, non-exclusive, royalty-free, non transferable licence to copy and modify any materials provided by the Customer to Gordon  Products for the term of the Contract for the purpose of sourcing, manufacturing and/or  supplying the Product to the Customer only.  

13.3 Where the Customer supplies the Specification or any other material to Gordon Products in  connection with the Contract, the Customer shall indemnify Gordon Products against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss  savings and loss of opportunity) fines, expenses and costs (including all interest, penalties,  legal costs (calculated on a full indemnity basis) and reasonable professional costs and  expenses incurred by Gordon Products as a result of any claim that Gordon Products’ use of  the Specification or material infringes the Intellectual Property Rights of any third party. This  Condition 13.2 shall survive termination of the Contract.  

14. General 

14.1 Notices. 

14.1.1 Any notice to be given by a Party under or in connection with the Contract shall be  in writing in English language and delivered by hand or sent by UK first class post  or other next Business Day delivery service to the other Party at the address given  in the Contract or as otherwise notified to the other Party in writing from time to time  or by email to such email address as the Parties choose and notify to the other Party  from time to time. 

14.1.2 Any such notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the address or given to the  addressee; or 

(ii) in the case of pre-paid first-class UK post or other next Business Day delivery  service, at 9.00 am on the second Business Day after posting or at the time  recorded by the delivery service; or 

(iii) if sent by email on a Business Day at the time of transmission provided that  a non-delivery communication is not received by the sender. 

14.1.3 This Condition 14.1 does not apply to the service of any proceedings or other  documents in any legal action. 

14.2 Entire Agreement. The Contract contains the entire understanding between the Parties in  relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements,  understandings, negotiations, discussions or correspondence (written or oral, express or  implied) relating to the same. 

14.3 Further Assurance. The Customer (where applicable) will at all times after the date of the  Contract do and execute or procure to be done and executed all other necessary acts, deeds,  documents and things within their power to give effect to the Contract. 

14.4 Variations. No variation of a Contract shall be effective unless it is in writing and is signed  by an authorised representative of each Party. 

14.5 Costs and expenses. Each Party shall pay the legal and other costs and expenses incurred  by it in connection with the preparation, negotiation and completion of the Contract and all  ancillary documents. 

14.6 Third party rights. Save as expressly provided in the Contract, a person who is not a Party  to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce  any term of the Contract. The rights of the Parties to rescind or vary the Contract are not  subject to the consent of any other person. 

14.7 Waiver. A failure, delay or neglect by either Party to exercise any right or remedy or enforce  any of the provisions of the Contract shall not be construed or deemed to be a waiver or  continuing waiver of that Party’s rights or remedies, nor shall it preclude or restrict the further  exercise of that or any other right or remedy. No single or partial exercise of such right or  remedy shall preclude or restrict the further exercise of that or any other right or remedy. 

14.8 No Partnership. Nothing in the Contract is intended to, or shall be deemed to, establish any  partnership or joint venture between any of the Parties, constitute any Party the agent of the  other Party, nor authorise any Party to make or enter into any commitments for or on behalf  of the other Party. 

14.9 Severance. 

(a) If any of the provisions of the Contract shall be declared invalid or unenforceable in  whole or in part by any competent court or other authority whose decisions shall  have the force of law binding on the Parties, that provision or part-provision shall, to  the extent required, be deemed to be deleted and the validity and enforceability of  the other provisions shall not be affected. 

(b) If the invalid, unenforceable or illegal provision would be valid, enforceable and legal  if some part of it were deleted, that Parties shall negotiate in good faith to amend  such provision such that, as amended, it is legal, valid and enforceable, and to that  greatest extent possible achieves the Parties original commercial intention.

15. Governing law and jurisdiction 

15.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising  out of or in connection with it or its subject matter or formation shall be governed by and  construed in accordance with English law. 

15.2 Each Party irrevocably agrees that the English courts shall have exclusive jurisdiction to settle  any dispute or claim (including non-contractual disputes or claims) arising out of or in  connection with the Contract or its subject matter or formation.