These terms and conditions of sale are for our retail and credit customers instore and apply to the Contract in exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
Customers who purchase products via our e-commerce website should see our appropriate terms and conditions explained for online customers.
Definitions
Within these Conditions, the following words shall have the following meanings:
“Company”, “we”, “us” or “our” means Leigh Plumbing Merchants.
“Customer”, “you” or “your” means the person, company, partnership or other organisation purchasing or agreeing to purchase Goods from us.
“Consumer” means an individual purchasing Goods wholly or mainly for purposes outside that individual’s trade, business, craft or profession.
“Business Customer” and “Trade Customer” means a person, company, partnership or other organisation purchasing Goods in the course of, or primarily for the purposes of, their trade, business, craft or profession.
“Goods” means the products and items supplied or agreed to be supplied by us to the Customer.
“Contract” means the agreement between us for the sale and purchase of Goods incorporating these Terms and Conditions.
“Company Signatory” means a director, manager or other person authorised by us to agree contractual terms or commitments on behalf of the Company.
Application of these terms
2.1 These Terms and Conditions apply to all Goods supplied by us to the Customer and form part of every Contract between us, unless we have expressly agreed otherwise in writing.
2.2 By placing an order with us, the Customer agrees to be bound by these Terms and Conditions. Where the Customer is a Business Customer, these Terms and Conditions shall apply to the exclusion of any terms or conditions contained in, or referred to by, the Customer's purchase order, correspondence or other documentation, unless we have expressly agreed otherwise in writing.
2.3 Where the Customer is a Consumer, nothing in these Terms and Conditions shall affect or limit any statutory rights or remedies available to the Consumer under applicable law.
2.4 Where the Customer is a Business Customer, the Customer confirms that it is acting in the course of its trade, business, craft or profession and that it has authority to enter into the Contract.
2.5 No variation to these Terms and Conditions shall be binding upon us unless agreed in writing by a Director, Manager or Company Signatory.
2.6 Our employees and representatives are not authorised to make any agreement or commitment on our behalf which varies these Terms and Conditions unless they have been expressly authorised to do so.
2.7 If any provision of these Terms and Conditions is found to be invalid, unlawful or unenforceable, that provision shall be treated as modified or removed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
Quotations and Orders
3.1 Quotations provided by us are valid for 28 days from the date of quotation unless otherwise stated. A quotation does not constitute an offer to sell and is subject to the availability of the Goods.
3.2 A quotation is based on the information, specifications, quantities and requirements provided to us by the Customer. The Customer is responsible for checking that the quotation accurately reflects their requirements, including product descriptions, quantities, dimensions, colours, finishes and other specifications, before placing an order.
3.3 Where a quotation has been prepared using measurements, specifications, drawings or other information provided by the Customer, we are entitled to rely upon the accuracy of that information unless we have expressly agreed in writing to verify it.
3.4 The Customer may place an order by accepting our quotation, placing an order with us, or by any other method agreed by us. An order shall constitute an offer by the Customer to purchase the Goods in accordance with these Terms and Conditions.
3.5 A Contract shall come into existence when we accept the Customer's order. Acceptance may be confirmed in writing, electronically, verbally or by commencing performance of the order, including placing an order with a manufacturer or supplier or taking a deposit or payment, unless otherwise agreed.
3.6 We reserve the right to refuse or decline an order, including where Goods are unavailable, discontinued, subject to manufacturer restrictions, or where we are unable to fulfil the order for any other reasonable reason. Where payment or a deposit has already been made and we are unable to fulfil the order, any amount due to be refunded will be returned to the Customer.
3.7 Once an order has been accepted, any request by the Customer to amend the order will be subject to our agreement and may result in additional costs or changes to the delivery date.
3.8 We may require a deposit or payment in full before placing an order with a manufacturer or supplier, particularly for Special-Order, Bespoke or Made-to-Measure Goods.
3.9 The Customer is responsible for checking all order details before we place an order with a manufacturer or supplier. This includes, where applicable, product codes, quantities, dimensions, colours, finishes, handed options, sizes and other specifications.
3.10 CAD Drawings, Visualisations and Design Information
Where we provide CAD drawings, 3D visualisations, renders, plans, elevations, layouts or other design information (“Design Information”), these are provided to assist the Customer in reviewing and approving the proposed design and specification.
3.11 The Customer is responsible for carefully checking and approving all Design Information before an order is placed or Goods are manufactured. This includes, where applicable, dimensions, measurements, quantities, product codes, colours, finishes, layouts, handed options, opening directions, service positions and the compatibility of products.
3.12 Design Information is based on the information, measurements, specifications and requirements provided to us by the Customer or obtained from third parties, unless we have expressly agreed in writing to undertake or verify measurements or technical information ourselves.
3.13 A CAD drawing, visualisation, render or other Design Information is indicative unless expressly stated otherwise and does not constitute a guarantee that the finished installation will appear identical to the visual representation. Differences may arise due to product tolerances, materials, lighting, screen/display settings, colour variation and manufacturer specifications.
3.14 Once the Customer has approved the relevant Design Information or specification, the Customer is responsible for ensuring that the approved information accurately reflects their requirements. Any subsequent amendment may be subject to additional charges, revised lead times or manufacturer charges.
3.15 Approval of Design Information does not, by itself, constitute acceptance that the Goods are suitable for installation in the Customer's property where suitability depends upon site-specific conditions, building structure, plumbing, electrical services, ventilation, access or other matters outside our control. The Customer and/or their appointed installer remains responsible for confirming such matters unless we have expressly agreed otherwise in writing.
3.16 Where Goods are manufactured or ordered in accordance with Customer-approved Design Information, the Customer may not subsequently reject or cancel those Goods solely because the finished installation differs from the visual representation, provided the Goods supplied conform to the agreed specification and any applicable statutory rights are unaffected.
3.17 Where Goods are ordered specifically for the Customer, including Special-Order, Bespoke or Made-to-Measure Goods, the order may not be capable of cancellation or amendment once it has been placed with the manufacturer or supplier. Any cancellation or amendment will be subject to the provisions of clause 10 and any costs incurred by us.
3.18 If there is any difference between a quotation and the Customer's subsequent order, the terms of the accepted order shall apply only where expressly agreed by us in writing.
3.19 We reserve the right to correct clerical, typographical or pricing errors in quotations, order confirmations and other documents. Where such an error materially affects an order that has already been accepted, we will notify the Customer and, where applicable, provide the Customer with the option to cancel the affected Goods.
3.20 No representation, recommendation or statement made by an employee or representative of the Company shall vary these Terms and Conditions or constitute a contractual commitment unless expressly confirmed by a Company Signatory.
Product Information, Suitability and Customer Responsibilities
4.1 We take reasonable care to ensure that descriptions, specifications, dimensions, colours, finishes, images and other product information provided by us are accurate and up to date. However, product information may be subject to change by manufacturers and suppliers.
4.2 Manufacturer literature, technical specifications, installation instructions, colours, finishes, dimensions and other product information may change without notice. Where relevant, the Customer should refer to the manufacturer's current technical information before installation.
4.3 Product images, photographs, samples, CAD drawings, 3D visualisations and other representations are provided for guidance and may not reproduce the exact colour, finish, texture, scale or appearance of the Goods. Natural materials, tiles, sanitaryware, brassware, cabinetry and other products may contain variations that are inherent to the material or manufacturing process.
4.4 The Customer is responsible for satisfying themselves that the Goods selected are suitable for their intended use, property and installation requirements, including dimensions, access, clearances, compatibility, fixing requirements, drainage, plumbing, electrical requirements, ventilation, structural requirements and any other site-specific considerations.
4.5 Where the Customer provides measurements, dimensions, drawings, plans, photographs, specifications or other information on which we rely when preparing a quotation, design or order, the Customer is responsible for ensuring that such information is accurate and complete.
4.6 Where we provide advice, recommendations or assistance in selecting Goods, that advice is based on the information available to us at the time and does not remove the Customer's responsibility to check suitability for their particular circumstances, unless we have expressly agreed in writing to undertake responsibility for a specific design, measurement or technical assessment.
4.7 The Customer should ensure that the appointed installer or relevant qualified contractor has reviewed the Goods, manufacturer's instructions and site requirements before installation. Products requiring specialist installation should be installed by a suitably qualified or competent person.
4.8 The Customer is responsible for ensuring that the property and installation site are suitable for the Goods, including ensuring that the relevant dimensions, access routes, structural conditions and service connections are adequate before delivery or installation.
4.9 Where Goods are selected or ordered based on a particular manufacturer's specification, technical requirement or installation system, the Customer is responsible for ensuring that all necessary ancillary products, components and accessories are included, unless we have expressly agreed to provide a complete specified system.
4.10 Where the Customer chooses Goods that are incompatible with other products, unsuitable for the intended application, or unsuitable for the conditions at the installation site, we may not be responsible for any resulting costs where the relevant information was available to the Customer or was not disclosed to us.
4.11 Nothing in these Terms limits or excludes any statutory rights or remedies available to a Consumer, including rights relating to the quality, conformity, description or fitness of Goods where those rights apply.
Prices, VAT and Charges
5.1 Unless otherwise stated, prices displayed in our showrooms, trade areas, on product labels or in other customer-facing materials are inclusive of VAT at the applicable rate. All prices unless stated otherwise are shown in Pound Sterling (£)
5.2 Formal quotations, order confirmations and invoices will state whether prices are inclusive or exclusive of VAT. Unless expressly stated otherwise, VAT will be charged at the applicable rate.
5.3 The price payable by the Customer will be the price agreed and confirmed by us at the time the Contract is accepted, subject to the provisions of these Terms.
5.4 Quotations are based on the information, specifications, quantities and requirements available to us when the quotation is prepared. A quotation may therefore be subject to amendment where the Customer subsequently changes the specification, quantities, products or other requirements.
5.5 Unless expressly stated otherwise, quotations do not include delivery, installation, removal of existing products, specialist access equipment, waste disposal or other associated services or charges unless such items are specifically included in the quotation.
5.6 Where Goods are sourced from a manufacturer or supplier following acceptance of an order, and the manufacturer or supplier increases its price, applies a surcharge, introduces a tariff or otherwise increases its applicable charges before the Goods are supplied, we may notify the Customer of the resulting increase.
5.7 For a Business Customer, where an increase referred to in Clause 5.6 applies, we may adjust the price payable to reflect the additional cost, provided that the Customer is notified within a reasonable period. Where the Customer does not wish to proceed with the affected Goods, any cancellation or resulting charges will be dealt with in accordance with Clause 10 and, where applicable, Clause 12.
5.8 For a Consumer, the price and any permitted changes to it will be subject to applicable consumer law. Nothing in these Terms gives us the right to increase a price or impose an additional charge where doing so would conflict with the Consumer's statutory rights.
5.9 Where a quotation includes a discount, promotional price, allowance, credit, bundle saving or other commercial incentive, that benefit applies only to the Goods, quantities and circumstances expressly stated in the quotation and may be withdrawn or amended if those circumstances change.
5.10 Unless otherwise agreed in writing, discounts or other pricing concessions do not apply retrospectively to Goods already ordered or supplied.
5.11 We reserve the right to correct genuine typographical, administrative or pricing errors in quotations, order confirmations, invoices or other communications. Where such an error materially affects the price of an order, we will notify the Customer as soon as reasonably practicable and, where required, provide the Customer with the option to cancel the affected Goods.
5.12 Where a deposit, part-payment or payment in full is required before we place an order with a manufacturer or supplier, the amount required will be stated at the time of order.
5.13 Payment of a deposit or other advance payment does not, by itself, alter the Customer's rights under these Terms or applicable law. Where Goods are cancelled or cannot be supplied, any refund or deduction will be dealt with in accordance with the applicable provisions of these Terms.
5.14 Additional charges arising from Customer-requested changes, additional Goods, revised specifications, failed deliveries, restricted access, storage, re-delivery or other services requested or caused by the Customer may be charged separately where agreed or permitted under these Terms.
5.15 Any estimate provided for installation, delivery or other ancillary services is based on the information available to us at the time and may be subject to additional charges where site conditions or Customer requirements differ materially from those on which the estimate was based.
5.16 The Customer is responsible for checking quotations, order confirmations and invoices promptly and notifying us of any apparent error or discrepancy.
5.17 Nothing in this Clause limits or excludes any statutory rights available to a Consumer.
Payment and Credit Accounts
6.1 Unless otherwise agreed in writing, payment for Goods is due at the time of order, collection or delivery, as applicable.
6.2 We may require payment in full, a deposit or part-payment before accepting an order or before placing an order with a manufacturer or supplier. The amount and timing of any such payment will be communicated to the Customer at the time of order.
6.3 We accept payment by such methods as we make available from time to time. A payment will not be treated as received until the relevant payment has been successfully processed or cleared.
6.4 Trade or Business Customers may apply for a credit account with us. The provision of a credit account is subject to our approval and any credit checks, account application requirements, references, guarantees or other conditions we may reasonably require.
6.5 A credit account is only available to the Business Customer to whom it has been granted and may not be transferred or used by another person, business or organisation without our prior written agreement.
6.6 An approved credit account will be subject to the credit limit and payment terms notified to the Customer. We may review or change a credit limit or payment terms from time to time having regard to the Customer's payment history, account balance, credit information or other relevant circumstances.
6.7 The Customer must ensure that all invoices are paid in full by the applicable due date. Payment may not be withheld or delayed because the Customer is awaiting payment from its own customer or another third party.
6.8 Where a Customer disputes an invoice, the Customer must notify us promptly and provide reasonable details of the dispute. Unless otherwise agreed, the Customer must pay any undisputed amount by the original due date.
6.9 If any amount due from a Business Customer remains unpaid after the applicable due date, we may, subject to applicable law:
A. Charge interest on the overdue amount at the rate permitted by law;
B. Recover any statutory compensation or other reasonable costs to which we are entitled in recovering the debt;
C. Suspend further deliveries, collections, orders, services or use of the Customer's credit account;
D. Withdraw or reduce the Customer's credit facility; and/or
E. Require payment in advance for future orders.
6.10 We may refuse to accept further orders on credit where the Customer has exceeded its credit limit, has an overdue balance, has failed to comply with its agreed payment terms, or where we reasonably consider that the Customer's ability to pay has become uncertain.
6.11 Where a Business Customer has more than one outstanding invoice or account with us, we may apply payments received against the Customer's outstanding liabilities in such order as permitted by law, unless otherwise agreed in writing.
6.12 A credit account may be suspended or terminated by us where the Customer repeatedly fails to comply with its payment terms, becomes subject to insolvency proceedings, ceases or threatens to cease trading, or we reasonably consider that there has been a material deterioration in the Customer's financial position.
6.13 Suspension or termination of a credit account does not affect the Customer's liability for amounts already due or any other rights or remedies available to us under the Contract or by law.
6.14 Where a Customer's credit account is suspended or terminated, we may require all outstanding amounts to be paid before further Goods are supplied unless otherwise agreed in writing.
6.15 A payment received by us does not constitute acceptance that the Goods supplied were free from defects or otherwise affect any rights or remedies available to either party in respect of the relevant Goods.
6.16 For Consumers, payment arrangements and any rights relating to deposits, refunds, cancellations or other payments will be subject to applicable consumer law. Nothing in these Terms requires a Consumer to make a payment or prevents a refund where the law requires otherwise.
6.17 Where we agree a specific payment arrangement with a Customer in writing, that arrangement will apply only for the period and circumstances expressly agreed.
6.18 The Customer is responsible for ensuring that payments are made using the correct invoice, account or customer reference so that payments can be allocated accurately.
6.19 Any credit balance shown on a Customer's account may be applied against amounts owed to us unless otherwise agreed or required by law.
6.20 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer.
We may contact existing customers or individuals who have provided consent with information about our products, services, showroom events, offers or other relevant business communications where permitted by law.
Where consent is required, we will ask for it before sending marketing communications.
You can unsubscribe from marketing communications at any time by following the unsubscribe instructions provided or by contacting us directly.
Delivery and Collection
7.1 We will deliver or make the Goods available for collection in accordance with the arrangements agreed with the Customer. Any delivery date or time provided by us is an estimate unless we have expressly agreed in writing that a particular date or time is contractually binding.
7.2 Delivery dates and estimated lead times are based on information available to us from manufacturers, suppliers, carriers and other relevant parties. We will use reasonable endeavours to meet agreed delivery arrangements but will not be responsible for delays caused by circumstances outside our reasonable control, subject to Clause 18 and the Customer's statutory rights where applicable.
7.3 Where Goods are to be delivered, the Customer must provide a suitable delivery address and ensure that reasonable and safe access is available at the agreed delivery time.
7.4 The Customer is responsible for notifying us before delivery of any known access restrictions or unusual site conditions that may affect delivery, including narrow roads, restricted access, height or weight restrictions, steps, difficult access routes, parking restrictions, unsuitable unloading areas or other matters that may reasonably affect our ability to deliver safely.
7.5 Unless otherwise agreed in writing, our delivery service is to the delivery address and does not include carrying Goods into a property, positioning Goods in a particular room, taking Goods upstairs, removing doors, lifting Goods over obstacles, or other specialist handling.
7.6 Where delivery is requested to a construction site, development site or other commercial premises, the Customer must ensure that the site is reasonably suitable and safe for the delivery vehicle and our personnel. This includes providing suitable access, unloading space and any required site permissions or instructions.
7.7 We may refuse or postpone delivery where, in our reasonable opinion, the delivery location or access route presents an unsafe or unsuitable condition, or where the delivery cannot reasonably be completed using the vehicle or equipment allocated to the delivery.
7.8 If delivery cannot be completed because the Customer is unavailable, access is unavailable or unsuitable, the delivery address is incorrect, or the Customer has not complied with agreed delivery requirements, we may charge reasonable additional costs for storage, re-delivery or other costs incurred as a result.
7.9 Where the Customer requests a change to an agreed delivery date or delivery arrangements, we will use reasonable endeavours to accommodate the request but may charge reasonable additional costs arising from the change.
7.10 Where Goods are delivered in separate consignments, each consignment may be treated as a separate delivery for the purposes of these Terms, unless otherwise agreed. A delay or issue affecting one consignment will not automatically entitle the Customer to reject or cancel other consignments that have been correctly supplied.
7.11 The Customer must provide suitable and accurate contact details and notify us promptly of any change to the delivery address or contact information before delivery.
7.12 Where Goods are collected from our premises, the Customer must collect them within the period agreed with us and ensure that the vehicle and any equipment used for collection are suitable for the size, weight and nature of the Goods.
7.13 The Customer is responsible for ensuring that Goods collected from our premises can be safely loaded, secured and transported. We may refuse to release Goods where we reasonably consider that the proposed vehicle, method of transport or loading arrangement is unsafe or unsuitable.
7.14 Unless otherwise agreed, Goods will be deemed ready for collection when we notify the Customer that they are available. We may charge reasonable storage costs where Goods are not collected within an agreed or reasonable period following notification.
7.15 Where the Customer arranges its own carrier or collection service, the Customer is responsible for that carrier's arrangements and compliance with any applicable transport or handling requirements, subject to any mandatory statutory rights that apply to a Consumer.
7.16 For Business Customers, risk in the Goods will pass in accordance with Clause 13. For Consumers, risk will pass in accordance with applicable consumer law.
7.17 Delivery does not constitute acceptance by the Customer that the Goods are free from damage, shortage, defect or non-conformity. Inspection, notification and claims relating to such matters are dealt with under Clause 8 and Clause 11, and nothing in these Terms limits a Consumer's statutory rights.
7.18 Where the Customer or a person authorised by the Customer signs a delivery note, delivery record or electronic confirmation, that signature or confirmation records receipt of the Goods or delivery event only and does not, by itself, waive any statutory rights or rights relating to concealed defects or other matters that could not reasonably have been identified at delivery.
7.19 Where Goods are delivered to a third party nominated by the Customer, the Customer remains responsible for providing accurate delivery information and ensuring that the nominated recipient is authorised to receive the Goods. Delivery to that nominated recipient will, where permitted by law, constitute delivery to the Customer.
7.20 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer, including rights relating to delivery, cancellation, faulty or non-conforming Goods.
Inspection, Damage, Shortages and Incorrect Goods
8.1 The Customer should inspect the Goods as soon as reasonably practicable following delivery or collection and, where possible, before the Goods are moved, unpacked for installation or used.
8.2 The Customer should check, where reasonably possible, that the Goods correspond with the order and are free from obvious damage, including checking quantities, product codes, sizes, colours, finishes and other readily identifiable specifications.
8.3 Where Goods are delivered, the Customer or its authorised representative should inspect the Goods at the time of delivery where reasonably practicable. Any visible damage, shortage or incorrect Goods should be noted on the delivery documentation and reported to us as soon as reasonably practicable.
8.4 For Business Customers, any apparent damage, shortage or incorrect Goods identified on delivery should be notified to us within 48 hours of delivery or collection, together with reasonable details of the issue and, where requested, photographs or other evidence.
8.5 Where a Business Customer does not notify us of apparent damage, shortage or incorrect Goods within the period stated in Clause 8.4, we may take that delay into account when assessing the claim and any resulting loss, except where the issue could not reasonably have been identified within that period or where otherwise required by law.
8.6 For the avoidance of doubt, the notification period in Clause 8.4 does not apply to defects or other non-conformities that could not reasonably have been identified through a reasonable inspection at the time of delivery or collection.
8.7 Where Goods are delivered in packaging, the Customer should retain the original packaging, where reasonably practicable, until the Goods have been inspected and confirmed as satisfactory. This may assist us and the relevant manufacturer or carrier in investigating a claim.
8.8 Where Goods are found to be visibly damaged, short or incorrect on delivery, the Customer should, where reasonably practicable, avoid installing, altering, using or disposing of the affected Goods or packaging until we have had a reasonable opportunity to inspect or otherwise investigate the issue.
8.9 Where a claim relates to damage occurring during transit, we may require reasonable evidence to assist us in investigating the claim, including photographs of the Goods, packaging, delivery condition or installation area.
8.10 Where Goods supplied are incorrect, we will, subject to applicable law and the circumstances of the case, seek to arrange an appropriate remedy, which may include supplying the correct Goods, replacing the affected Goods, collecting the incorrect Goods, or providing a refund or credit where appropriate.
8.11 Where only part of an order is affected by damage, shortage, incorrect supply or another issue, the Customer will not normally be entitled to reject or cancel unaffected Goods that have been correctly supplied, unless otherwise required by law or agreed by us.
8.12 Where Goods have been installed, altered, cut, drilled, assembled, modified or otherwise incorporated into another product or installation before an issue is reported, we may require an opportunity to inspect the Goods before agreeing a remedy, subject always to the Customer's statutory rights.
8.13 We are not responsible for damage caused after delivery or collection by improper storage, handling, transportation, installation, alteration, misuse or failure to follow the manufacturer's instructions, except to the extent that the issue was caused by a defect or other matter for which we are legally responsible.
8.14 Where the Customer arranges its own collection or transport of Goods, the Customer should inspect the Goods before taking them away and is responsible for ensuring that the Goods are appropriately loaded, secured and transported, subject to any statutory rights that apply.
8.15 Where a Customer identifies a suspected defect or other non-conformity after delivery or collection, the Customer should notify us promptly and provide reasonable details of the issue. Such matters will be dealt with in accordance with Clause 11 and any applicable statutory rights.
8.16 Nothing in this Clause requires a Consumer to comply with a notification period or inspection procedure that would prevent the Consumer from exercising a statutory right or remedy.
8.17 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer in relation to damaged, faulty, defective, misdescribed or otherwise non-conforming Goods.
8.18 Where we consider Goods to be fragile, delicate or particularly susceptible to damage, we may inspect the Goods at the time of delivery, including by our delivery driver or another member of our staff. We may take photographs of the Goods and their condition, including their packaging, at the time of delivery. Such photographs may be retained as evidence of the condition of the Goods at the time of delivery and may be used when investigating any subsequent claim relating to damage, shortage or condition.
8.19 Where appropriate, we may request that the Customer or its authorised representative is present while such an inspection is carried out and may ask the Customer or representative to acknowledge the condition of the Goods at the time of delivery.
Returns and Refunds
9.1 This Clause applies to returns requested because the Customer no longer requires the Goods or wishes to change their selection. Returns arising because Goods are faulty, damaged, incorrect or otherwise non-conforming are dealt with under Clause 11 and any applicable statutory rights.
9.2 Except where required by law, we are not obliged to accept the return of Goods that have been correctly supplied and are not faulty or otherwise non-conforming. Any such return is accepted at our discretion and subject to these Terms.
9.3 For Business Customers, a request to return Goods should normally be made within 30 days of delivery or collection, unless we have agreed a different period in writing.
9.4 Goods returned by a Business Customer must, unless otherwise agreed by us, be:
a. unused and not installed;
b. in their original, undamaged packaging where reasonably applicable;
c. complete with all components, accessories, instructions and documentation;
d. in a condition suitable for resale; and
e. returned in a condition that has not been materially altered from the condition in which they were supplied.
9.5 We may refuse a return where Goods have been used, installed, altered, damaged, cut, drilled, assembled, specially configured or otherwise made unsuitable for resale.
9.6 Certain Goods may not be eligible for return, including Special-Order, Bespoke, Made-to-Measure, personalised or discontinued Goods, or Goods obtained specifically for the Customer. Such Goods are subject to Clause 12 and any rights the Customer may have under applicable law.
9.7 Where we agree to accept a voluntary return from a Business Customer or Consumer, we may apply a reasonable administration, handling, collection, repackaging or restocking charge. Unless otherwise agreed in writing, any restocking charge will normally be up to 25% of the value of the returned Goods, depending on the nature and condition of the Goods and the costs reasonably incurred by us in processing and returning them to saleable stock.
9.8 Where a restocking charge is applicable, we will notify the Customer of the applicable charge before the return is processed wherever reasonably practicable.
9.9 Where we have agreed to collect Goods being returned, the Customer must ensure that the Goods are safely packaged, accessible and ready for collection at the agreed time, unless we have agreed to provide additional packing or handling services.
9.10 Where the Customer returns Goods using its own carrier or delivery service, the Customer is responsible for the Goods until they are received by us, unless applicable law provides otherwise. The Customer should use suitable packaging and an appropriate method of transport.
9.11 We will inspect returned Goods where reasonably necessary to determine their condition and whether they satisfy the applicable return requirements. Where a return is approved, any refund or credit will be processed after our assessment of the returned Goods.
9.12 Unless otherwise agreed, refunds for approved voluntary returns will be made using the payment method originally used by the Customer, or by account credit where the Customer agrees or where the Goods were purchased on a credit account.
9.13 Where a Customer has paid a deposit or other advance payment and we agree to accept a voluntary return or cancellation, any refund will be subject to the terms of the Contract, including any applicable charges or costs properly payable by the Customer.
9.14 We may offer an exchange, credit note or alternative remedy instead of a cash refund for a voluntary return where agreed with the Customer.
9.15 Nothing in this Clause affects a Consumer's statutory rights in respect of faulty, defective, misdescribed or otherwise non-conforming Goods.
9.16 Where a Consumer enters into a distance or off-premises Contract, any statutory cancellation rights under applicable consumer law will apply in addition to this Clause, subject to any applicable statutory exceptions. Such rights are addressed further in Clause 10.
9.17 Nothing in this Clause requires a Consumer to comply with a voluntary returns policy where applicable law gives the Consumer a statutory right to cancel, reject, repair, replace or obtain a refund.
9.18 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer.
Cancellation
10.1 A request to cancel an order must be made to us as soon as reasonably practicable and, unless otherwise agreed, should be made in writing or by another method that allows the cancellation request to be recorded.
10.2 For a Business Customer, an order may only be cancelled after the Contract has been accepted with our agreement. Whether cancellation can be accepted and any charges payable will depend on the stage of the order and whether we have incurred costs or commitments in obtaining or supplying the Goods.
10.3 Where a Business Customer requests cancellation before we have placed an order with a manufacturer or supplier and before any other significant costs or commitments have been incurred, we may agree to cancel the affected Goods without a cancellation charge.
10.4 Where a Business Customer requests cancellation after we have incurred costs or commitments in connection with the order, we may charge the Customer for reasonable costs and losses directly arising from the cancellation, including manufacturer or supplier charges, non-refundable deposits, delivery or collection costs, administration costs and other costs reasonably incurred.
10.5 Where appropriate, we may agree a cancellation charge in advance for a particular order or category of Goods. Any such charge will be notified to the Customer before the order is placed wherever reasonably practicable.
10.6 For Goods that are Special-Order, Bespoke, Made-to-Measure, personalised, configured specifically for the Customer, discontinued or otherwise obtained specifically at the Customer's request, cancellation may not be possible once the relevant order has been placed with the manufacturer or supplier. Where cancellation is possible, the Customer may be responsible for costs reasonably incurred as a result.
10.7 Where Goods have already been manufactured, dispatched, delivered or made available for collection, cancellation will be dealt with under this Clause and, where the Goods have already been delivered or collected, Clause 9 may also apply.
10.8 A cancellation request does not take effect until we have confirmed acceptance of the cancellation where our agreement is required under these Terms.
10.9 Where we agree to cancel an order and a refund is due, the amount of the refund will take account of any charges, costs or deductions properly payable under the Contract and applicable law.
10.10 A Consumer purchasing Goods in our showroom or other physical premises does not generally have a statutory right to cancel solely because they have changed their mind, unless such a right has otherwise been provided by us or applies under applicable law.
10.11 Where a Consumer enters into a qualifying distance or off-premises Contract, the Consumer may have a statutory right to cancel within the applicable cancellation period. Where that right applies, we will provide the Customer with the information and cancellation process required by law.
10.12 Statutory cancellation rights for qualifying distance or off-premises Contracts may not apply to certain Goods, including Goods made to the Consumer's specifications, personalised or otherwise customised Goods, subject to the precise requirements and exceptions of applicable law.
10.13 Where a Consumer exercises a statutory right to cancel, any refund, return of Goods, return costs and timing of the refund will be dealt with in accordance with applicable consumer law.
10.14 Where Goods have been handled by a Consumer beyond what is reasonably necessary to establish their nature, characteristics and functioning, any deduction or other remedy available to us will be limited to the extent permitted by applicable law.
10.15 Where a Customer cancels only part of an order, the cancellation will apply only to the Goods or services specifically identified, unless the relevant Goods or Contract are so interdependent that the remaining part cannot reasonably be supplied separately.
10.16 Cancellation of an order does not affect any rights or liabilities that arose before the cancellation took effect, including payment obligations, reasonable cancellation costs or other accrued rights.
10.17 Nothing in this Clause affects a Consumer's statutory rights relating to faulty, defective, misdescribed or otherwise non-conforming Goods.
10.18 Nothing in this Clause limits or excludes any statutory right of cancellation or any other right or remedy available to a Consumer.
Faulty, Damaged or Non-Conforming Goods
11.1 We take reasonable care to ensure that Goods supplied to the Customer conform to the Contract. Where Goods are faulty, damaged, defective, incorrectly supplied or otherwise do not conform to the agreed specification, the Customer should notify us as soon as reasonably practicable and provide reasonable details of the issue.
11.2 Where reasonably necessary, we may inspect the Goods or arrange for the Goods to be inspected by the relevant manufacturer, supplier or an appropriately qualified person in order to establish the nature and cause of the issue.
11.3 Where an inspection is required, the Customer must, where reasonably practicable, provide reasonable access to the Goods and any relevant installation area and provide photographs, product information, installation details or other reasonable information required to assist with the investigation.
11.4 A manufacturer's inspection, warranty process or technical assessment may be used to assist us in determining the appropriate remedy, but does not remove or limit any rights or remedies that the Customer has against us under the Contract or applicable law.
11.5 For a Business Customer, where Goods are found to be faulty, defective, damaged or otherwise non-conforming, we may, having regard to the nature and circumstances of the issue, provide an appropriate remedy which may include:
a. repairing the affected Goods;
b. replacing the affected Goods or relevant components;
c. supplying missing or correct Goods;
d. providing a refund or credit for the affected Goods; or
e. another remedy agreed with the Customer.
11.6 Where only part of an order is affected, we will normally seek to remedy the affected Goods or part of the order only, unless the nature of the issue reasonably requires a wider remedy or otherwise requires us to do so under applicable law.
11.7 Where Goods are covered by a manufacturer's warranty or guarantee, we may make use of that warranty or guarantee when arranging a remedy. This does not prevent the Customer from exercising any rights it has against us under the Contract or applicable law.
11.8 We may decline responsibility for a fault, damage or non-conformity to the extent that it has been caused or materially contributed to by:
a. incorrect installation or installation contrary to the manufacturer's instructions;
b. improper use, misuse or neglect;
c. improper storage, handling or transportation after delivery or collection;
d. modification, alteration, cutting, drilling or other changes to the Goods;
e. normal wear and tear;
f. failure to maintain the Goods in accordance with applicable instructions; or
g. site conditions or other circumstances that were not disclosed to us or were outside our reasonable control.
This does not affect any statutory rights that cannot lawfully be excluded or limited.
11.9 Where the Customer has identified or reasonably suspects a fault, the Customer should take reasonable steps to prevent further damage and, where reasonably practicable, stop using or installing the affected Goods until we have had a reasonable opportunity to investigate.
11.10 Where Goods have already been installed, altered, incorporated into another product or otherwise worked upon before a fault is reported, we may require an opportunity to inspect the Goods and the installation before determining the appropriate remedy.
11.11 We will not normally be responsible for the cost of removing, dismantling, reinstalling, replacing surrounding materials or carrying out other consequential installation work where the Customer or a third party installed the Goods, unless we have expressly agreed to provide the relevant installation service or such costs are otherwise recoverable from us under applicable law.
11.12 Nothing in Clause 11.11 limits any statutory right or remedy available to a Consumer.
11.13 Where a Business Customer considers that Goods are faulty or non-conforming, the Customer should provide reasonable evidence of the issue where requested, including photographs, installation information, measurements, product details or other information reasonably required to investigate the claim.
11.14 We may require Goods that are being returned for inspection, repair, replacement or refund to be made available for collection or returned to us, where reasonably practicable. Where Goods are too large, heavy, installed or otherwise impractical to return, we may arrange an inspection at the relevant location.
11.15 Where the issue is found not to be a defect, damage or non-conformity for which we are responsible, we may charge reasonable costs incurred in inspecting, collecting, transporting or otherwise investigating the Goods where those costs have been notified to the Customer in advance where reasonably practicable.
11.16 For Consumers, nothing in these Terms affects the statutory remedies available under applicable consumer law, including any applicable right to repair or replacement, price reduction or rejection of Goods.
11.17 A Consumer's statutory rights apply regardless of whether a manufacturer's warranty or guarantee is available, has expired or has not been provided.
11.18 Nothing in this Clause limits or excludes liability or any statutory right or remedy that cannot lawfully be limited or excluded.
Special-Order, Bespoke and Made-to-Measure Goods
12.1 For the purposes of these Terms, “Special-Order Goods” means Goods that we do not ordinarily hold in stock and that are ordered specifically for the Customer, including Goods obtained from a manufacturer or supplier at the Customer's request.
12.2 “Bespoke Goods” means Goods manufactured or configured specifically for the Customer or produced to the Customer's individual requirements, including customised finishes, colours, dimensions, configurations or other specifications.
12.3 “Made-to-Measure Goods” means Goods manufactured or altered to dimensions, measurements or specifications provided or approved by the Customer, including, where applicable, worktops, cabinetry, glass, mirrors, panels, shower enclosures, furniture and other products made specifically for a particular installation.
12.4 Before we place an order for Special-Order, Bespoke or Made-to-Measure Goods, the Customer is responsible for checking and approving the relevant quotation, specification, measurements, dimensions, quantities, product codes, colours, finishes, configuration and other details.
12.5 Once an order for Special-Order, Bespoke or Made-to-Measure Goods has been placed with a manufacturer or supplier, the order may not be capable of cancellation, amendment or return. The Customer may be responsible for any reasonable costs or charges incurred as a result of a requested cancellation or amendment, subject to applicable law.
12.6 Where Goods are manufactured or supplied specifically to the Customer's requirements, we may require payment of a deposit or payment in full before placing the relevant order with the manufacturer or supplier.
12.7 A Customer's approval of a drawing, CAD design, visualisation, quotation, specification or other design information confirms that the Customer has had an opportunity to check the information provided and considers it suitable for the intended order, subject to any responsibility that we have expressly accepted in writing and any statutory rights that apply.
12.8 Once manufacturing or processing has commenced, amendments may not be possible or may result in additional charges and revised delivery dates. We will notify the Customer where reasonably practicable of any additional costs arising from an agreed amendment.
12.9 Bespoke and Made-to-Measure Goods may be subject to reasonable manufacturing tolerances and variations in colour, texture, grain, finish, dimensions and other characteristics that are inherent in the materials or manufacturing process. Such variations will not necessarily constitute a defect or non-conformity.
12.10 Where the Goods are manufactured using natural materials or materials with inherent variation, samples, photographs, display products and visualisations may not be an exact representation of the finished Goods. The Customer acknowledges that reasonable variation may occur between samples, display products and the Goods supplied.
12.11 Where measurements are provided by the Customer, an installer, contractor or other third party, we may rely on those measurements unless we have expressly agreed in writing to carry out or verify the relevant measurements ourselves.
12.12 Where we have agreed to undertake measurements or site surveys, the scope of that service will be limited to the matters expressly agreed. The Customer remains responsible for notifying us of any relevant site conditions or changes that could affect the Goods.
12.13 Estimated manufacturing and delivery dates provided for Special-Order, Bespoke or Made-to-Measure Goods are estimates unless expressly agreed otherwise in writing. Delays caused by manufacturers, suppliers, carriers or other circumstances outside our reasonable control will be dealt with in accordance with these Terms.
12.14 Special-Order, Bespoke or Made-to-Measure Goods that are correctly manufactured and supplied in accordance with the agreed specification are not ordinarily eligible for return merely because the Customer has changed their mind or no longer requires them, subject to any statutory rights that apply.
12.15 Nothing in this Clause prevents a Customer from exercising any applicable rights in respect of Goods that are faulty, damaged, defective, misdescribed or otherwise do not conform to the Contract.
12.16 For Consumers, statutory cancellation rights may not apply to certain Goods made to the Consumer's specifications or clearly personalised Goods. The availability and scope of any such exception will depend on the nature of the Goods and the applicable law.
12.17 The fact that Goods are described by us as “Special-Order”, “Bespoke” or “Made-to-Measure” does not, by itself, remove or limit any statutory rights available to a Consumer.
12.18 Where a Customer requests changes to Special-Order, Bespoke or Made-to-Measure Goods after an order has been placed, we may agree to the changes where technically and commercially possible. Any additional costs, manufacturer charges, revised lead times or other consequences arising from the change will be the Customer's responsibility where agreed and permitted by law.
12.19 Where a Customer cancels an order for Special-Order, Bespoke or Made-to-Measure Goods and we are entitled to retain or recover amounts paid or costs incurred, this will be dealt with in accordance with Clause 10 and applicable law.
12.20 Nothing in this Clause limits or excludes any statutory rights or remedies that cannot lawfully be limited or excluded.
Risk and Retention of Title
13.1 Risk in the Goods will pass to the Customer in accordance with applicable law and, where permitted for a Business Customer, in accordance with the provisions of this Clause.
13.2 For a Business Customer, risk in the Goods will normally pass to the Customer:
a. on delivery to the Customer or its nominated recipient;
b. when the Goods are collected by the Customer or its nominated carrier; or
c. where the Customer arranges its own collection or transport, when the Goods are made available to or collected by the Customer or its nominated carrier,
whichever is applicable.
13.3 For a Consumer, risk in the Goods will pass in accordance with applicable consumer law and nothing in these Terms seeks to alter that statutory position.
13.4 Ownership of Goods supplied to a Business Customer will remain with us until we have received payment in full for those Goods and, where permitted by law, all other sums properly due and payable by the Business Customer to us.
13.5 Until ownership of the Goods has passed to a Business Customer, the Customer must:
a. keep the Goods identifiable as our property where reasonably practicable;
b. take reasonable care of the Goods and keep them properly stored and protected from damage;
c. maintain appropriate insurance covering the Goods against loss or damage;
d. not remove, alter or obscure any identifying marks or labels attached to the Goods; and
e. where reasonably practicable, keep the Goods separate from other goods so that they remain identifiable.
13.6 A Business Customer must not, before ownership has passed, pledge, charge, mortgage, encumber or otherwise use the Goods as security for another obligation.
13.7 Where a Business Customer has not paid for Goods by the applicable due date, or becomes insolvent or subject to an insolvency or similar process, we may require the Customer to return unpaid Goods that remain identifiable and in our ownership.
13.8 Where the Customer is required to return Goods under Clause 13.7, the Customer must provide reasonable assistance to enable us to identify and recover those Goods, subject to applicable law.
13.9 Where Goods remain our property and are stored together with other goods belonging to the Customer or third parties, the Customer must, where reasonably practicable, maintain adequate records identifying the Goods supplied by us and ensure that they remain identifiable.
13.10 A Business Customer may sell Goods onward in the ordinary course of its business before ownership has passed, unless we have notified the Customer that its authority to do so has been withdrawn or has otherwise ended.
13.11 Where a Business Customer is permitted to resell Goods before ownership has passed, the Customer must account to us for any amounts received in respect of those Goods to the extent required by law and must not represent that it has any greater title to the Goods than it actually has.
13.12 The Customer must notify us promptly if any Goods that remain our property are lost, stolen, damaged, seized or become subject to any claim by a third party.
13.13 Where we are entitled to recover Goods under this Clause, we may request that the Customer make them available for collection or return. We may exercise any other rights or remedies available to us under the Contract or by law.
13.14 Nothing in this Clause gives us the right to enter a property or premises without lawful authority or the necessary consent. Where the Customer does not return Goods when properly required to do so, we may take such lawful steps as are necessary to recover them.
13.15 Payment for Goods will not be treated as having been made until the relevant payment has been received and cleared.
13.16 Where Goods have been incorporated into, installed in or irreversibly altered as part of another product, property or installation, our rights under this Clause will apply only to the extent permitted by law.
13.17 Nothing in this Clause affects any statutory rights or remedies available to a Consumer or any rights that cannot lawfully be excluded or restricted.
Warranties and Manufacturer Guarantees
14.1 Some Goods may be supplied with a manufacturer's warranty, guarantee or other commercial warranty. Where applicable, the relevant warranty or guarantee will be provided by the manufacturer or other guarantor on the terms specified by them.
14.2 The existence, duration, scope and conditions of any manufacturer's warranty or guarantee will depend on the relevant manufacturer and the Goods concerned. Details may be provided with the Goods, in manufacturer literature, on the manufacturer's website or otherwise made available to the Customer.
14.3 Where a manufacturer provides a warranty or guarantee, we may assist the Customer in making a claim under that warranty or guarantee and may liaise with the manufacturer or supplier on the Customer's behalf where reasonably practicable.
14.4 A manufacturer may require reasonable information, photographs, proof of purchase, installation details, serial numbers, product information or an inspection of the Goods before considering a warranty claim.
14.5 The Customer must provide reasonable assistance and information required to enable us or the manufacturer to investigate a warranty or guarantee claim.
14.6 A manufacturer's warranty or guarantee may contain exclusions or conditions, including exclusions relating to improper installation, misuse, accidental damage, neglect, unauthorised modification, normal wear and tear, failure to maintain the Goods or failure to follow the manufacturer's instructions.
14.7 Where a manufacturer declines a warranty claim because the issue falls outside the manufacturer's warranty or guarantee, this does not, by itself, determine whether the Customer has any separate claim against us under the Contract or applicable law.
14.8 We may use a manufacturer's repair, replacement or other warranty process when dealing with a fault, provided that doing so does not unlawfully restrict or delay any rights or remedies available to the Customer against us.
14.9 Unless expressly agreed otherwise in writing, any manufacturer's warranty or guarantee is provided in addition to, and does not replace, any rights or remedies that the Customer may have against us under the Contract or applicable law.
14.10 Where a manufacturer provides a replacement component, repair or replacement product under its warranty or guarantee, the Customer may be required to comply with the manufacturer's reasonable procedures for arranging delivery, collection, inspection, repair or replacement.
14.11 Unless we have expressly agreed to provide installation or removal services, the Customer is responsible for arranging and paying for the removal or reinstallation of Goods where this is not otherwise covered by the applicable manufacturer's warranty, our Contract or applicable law.
14.12 Where we have expressly agreed to provide installation or other associated services, responsibility for those services will be dealt with separately in the relevant Contract or agreement.
14.13 Nothing in this Clause prevents a Consumer from exercising any statutory right or remedy in relation to Goods, including where a manufacturer's warranty or guarantee has expired, does not apply or does not cover the relevant issue.
14.14 A manufacturer's warranty or guarantee does not affect the Customer's right to pursue any claim that the Goods were not of satisfactory quality, fit for purpose, as described or otherwise in conformity with the Contract where applicable law provides such a right.
14.15 Where a Business Customer makes a claim in relation to Goods supplied under a manufacturer's warranty or guarantee, we may require the Customer to follow the relevant manufacturer's claims procedure where this is reasonable and does not remove any contractual or statutory rights available to the Customer.
14.16 Nothing in this Clause limits or excludes any statutory rights, remedies or liabilities that cannot lawfully be limited or excluded.
Design Services, CAD Drawings and Intellectual Property
15.1 Where we provide design services, including bathroom, kitchen or other room planning, CAD drawings, technical drawings, elevations, plans, 3D visualisations, renders or other design work (“Design Services”), a design fee may be charged. The applicable fee will be notified to the Customer before the Design Services are undertaken.
15.2 Unless otherwise agreed in writing, the design fee is payable separately from the price of any Goods and is payable whether or not the Customer subsequently places an order for Goods with us.
15.3 Where we have offered to credit the design fee against a subsequent order, the design fee will be credited in full against a qualifying order placed with us within six months of the date on which the design fee was charged, subject to any other conditions stated by us at the time the design fee was charged.
15.4 Unless otherwise stated in writing, the design credit applies only once to a qualifying order and may not be exchanged for cash, transferred to another person or business, or applied retrospectively to an order already placed.
15.5 Unless otherwise agreed, the design credit will be applied against the Goods included in the qualifying order and will not be applied against delivery, installation, third-party services or other charges.
15.6 Where a Customer does not proceed with a qualifying order, the design fee will remain payable and will not normally be refunded, subject always to any statutory rights applicable to the Customer.
15.7 Where Design Services are provided before a Consumer's statutory cancellation period has expired under a qualifying distance or off-premises Contract, we will obtain any consent, request or acknowledgement required by applicable law before commencing those services.
15.8 All Design Information produced by us, including CAD drawings, plans, elevations, specifications, layouts, renders, visualisations, schedules and other design materials, remains our intellectual property unless expressly agreed otherwise in writing.
15.9 Copyright and other intellectual property rights in Design Information created by us will remain with us or the relevant rights holder. Nothing in these Terms transfers ownership of those rights to the Customer unless expressly agreed in writing.
15.10 Subject to payment of any applicable design fee and any other sums properly due, we grant the Customer a limited, non-exclusive licence to use the Design Information provided to them for the purpose of reviewing, approving and carrying out the project for which it was prepared.
15.11 The Customer must not, without our prior written consent, reproduce, distribute, publish, commercially exploit, modify for use by another supplier, provide to a competitor or use our Design Information for another project.
15.12 Where the Customer decides not to proceed with an order from us, the permission granted under Clause 15.10 remains limited to use of the Design Information for the project for which it was prepared. The Customer must not reproduce, commercially exploit or commission another supplier to reproduce our Design Information or substantially reproduce our design work without our prior written consent, except to the extent that such restriction cannot lawfully apply.
15.13 Product manufacturers may own or retain intellectual property rights in their own product imagery, technical drawings, specifications, trademarks and other materials supplied to us. Nothing in these Terms transfers those rights to the Customer.
15.14 Where Design Information incorporates information, measurements, drawings, plans or other material supplied by the Customer or a third party, the Customer confirms that they have the right to provide that material to us for the purposes of the Design Services.
15.15 Design Information is prepared using the information available to us at the time and is subject to the provisions relating to customer approval, measurements, suitability and product information contained in these Terms.
15.16 We may retain copies of Design Information and related project records for our business records and for the purposes of administering the Customer's order and any related warranty or after-sales matters.
15.17 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer.
Limitation of Liability
16.1 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.
16.2 Nothing in these Terms limits or excludes any statutory rights or remedies available to a Consumer, including rights relating to the quality, description, conformity or fitness for purpose of Goods or the reasonable care and skill with which any services are provided.
16.3 We will not be liable for any loss, damage, cost or expense arising from circumstances that were not caused by our breach of Contract, negligence or other unlawful act or omission.
16.4 Subject to the remainder of this Clause, we will not be liable to a Business Customer for any:
a. loss of profit;
b. loss of revenue or turnover;
c. loss of business or business opportunity;
d. loss of anticipated savings;
e. loss of goodwill or reputation;
f. loss of contracts or commercial opportunities; or
g. indirect or consequential loss or damage.
16.5 The exclusions in Clause 16.4 apply only to the extent that such losses are properly regarded as indirect or consequential losses or are otherwise capable of being lawfully excluded or limited under applicable law.
16.6 Subject to Clauses 16.1 and 16.2, our total aggregate liability to a Business Customer arising out of or in connection with a Contract will not exceed the total price paid or payable by that Business Customer for the Goods directly giving rise to the claim.
16.7 Where a claim relates to multiple Goods supplied under the same Contract, the liability limit in Clause 16.6 will apply to the affected Goods and the circumstances giving rise to the claim, rather than creating a separate liability limit for each individual item, unless otherwise agreed in writing.
16.8 Nothing in this Clause limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
16.9 For the purposes of assessing any claim, the Customer must take reasonable steps to mitigate any loss suffered and must not unnecessarily increase the loss after becoming aware of the circumstances giving rise to the claim.
16.10 We will not be liable to the extent that any loss or damage was caused or materially contributed to by the Customer, its employees, contractors, installers, agents or other persons acting on its behalf, including through incorrect installation, misuse, alteration, inadequate maintenance or failure to follow reasonable instructions.
16.11 Where we provide recommendations, design assistance, CAD drawings, visualisations or other Design Services based on measurements, specifications or other information supplied by the Customer or a third party, we will not be responsible for losses arising from inaccurate or incomplete information supplied to us, except to the extent that we have expressly accepted responsibility for verifying that information.
16.12 Nothing in this Clause prevents us from exercising any rights or remedies available to us in relation to unpaid sums, retention of title, cancellation charges or other amounts properly payable by the Customer.
16.13 The limitations and exclusions in this Clause apply whether the relevant claim arises in contract, tort, negligence, breach of statutory duty or otherwise, except where such application would be unlawful.
16.14 Each limitation or exclusion in this Clause is intended to operate independently. If any particular limitation or exclusion is found to be unlawful or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.
16.15 For the avoidance of doubt, nothing in this Clause requires a Consumer to accept a limitation or exclusion of liability that would be ineffective or unenforceable under applicable consumer law.
16.16 Nothing in this Clause limits or excludes any liability or statutory right that cannot lawfully be limited or excluded.
Customer Indemnity
17.1 This Clause applies only to Business Customers and does not apply to Consumers.
17.2 The Business Customer shall indemnify us against reasonable losses, liabilities, damages, costs and expenses that we incur as a direct result of:
a. the Business Customer's breach of these Terms or the Contract;
b. the Business Customer's misuse, unauthorised modification or improper installation of the Goods;
c. the Business Customer's failure to comply with applicable laws, regulations, manufacturer instructions or other requirements relating to the Goods;
d. any inaccurate or misleading information, measurements, drawings, specifications or other materials supplied to us by the Business Customer and relied upon by us in fulfilling the Contract; or
e. any claim by a third party arising directly from the Business Customer's use, resale, installation, modification or onward supply of the Goods, except to the extent that the claim was caused by our breach of Contract, negligence or other unlawful act or omission.
17.3 The indemnity in Clause 17.2 applies only to the extent that the relevant loss, liability, cost, expense or claim was caused by the Business Customer or by a person acting on its behalf.
17.4 The Business Customer shall take reasonable steps to mitigate any loss, liability, cost or expense for which it may be responsible under this Clause.
17.5 We will notify the Business Customer within a reasonable period after becoming aware of any third-party claim for which we intend to seek recovery under this Clause, where reasonably practicable.
17.6 Where a third-party claim is made against us and the Business Customer is required to indemnify us under this Clause, we may take reasonable steps to defend or settle the claim. We will, where reasonably practicable, consult with the Business Customer before agreeing any settlement that materially affects the Business Customer, provided that we are not required to obtain the Business Customer's consent where doing so would prejudice our interests or the management of the claim.
17.7 The Business Customer must provide reasonable cooperation and information required to investigate, defend or resolve any claim to which this Clause applies.
17.8 Nothing in this Clause requires the Business Customer to indemnify us for any loss, liability, cost or expense caused by our own negligence, breach of Contract, fraud or other unlawful act or omission.
17.9 Any amount recoverable under this Clause remains subject to the limitations and exclusions of liability set out in Clause 16, to the extent permitted by law.
17.10 Nothing in this Clause limits or excludes any liability or statutory right that cannot lawfully be limited or excluded.
Force Majeure
18.1 For the purposes of these Terms, a “Force Majeure Event” means an event or circumstance beyond our reasonable control which prevents or materially delays us from performing our obligations under the Contract, including, where applicable:
a. natural disasters, extreme weather, flood, fire or other serious environmental events;
b. war, terrorism, civil unrest, riot or other serious disturbance;
c. epidemic or pandemic, where this materially affects our ability to perform the Contract;
d. acts of government, changes in law or regulations, restrictions or other actions of public authorities;
e. interruption or significant disruption to transport, telecommunications, utilities, energy or other essential services;
f. strikes, industrial disputes or other widespread labour disruption, other than disputes limited solely to our own workforce where reasonable steps could have been taken to avoid or mitigate the impact; or
g. a Force Majeure Event affecting a manufacturer, supplier, carrier or other third party on whom we reasonably rely to fulfil the Contract.
18.2 A Force Majeure Event does not include circumstances that could reasonably have been prevented or avoided by us or ordinary business risks such as inadequate stock, ordinary supplier delays, increased costs, staff shortages or failures arising from our own negligence or failure to take reasonable steps to perform the Contract.
18.3 Where a Force Majeure Event affects our ability to perform the Contract, we will use reasonable endeavours to minimise the effect of the event and resume normal performance as soon as reasonably practicable.
18.4 Where reasonably practicable, we will notify the Customer of a Force Majeure Event that is likely to materially affect the performance of the Contract and provide an indication of the likely impact or delay.
18.5 Our obligations under the Contract will be suspended for the period and to the extent that they are prevented or materially delayed by a Force Majeure Event.
18.6 Where a Force Majeure Event causes a delay, any affected delivery or performance date will be extended by a reasonable period having regard to the circumstances.
18.7 Where a Force Majeure Event continues for a continuous period of 60 days, either party may request that the affected part of the Contract be reviewed and, where continued performance is no longer reasonably practicable, either party may terminate the affected part of the Contract by written notice.
18.8 Where a Contract is terminated under Clause 18.7, any amounts already paid in respect of Goods that have not been supplied will be dealt with in accordance with the Contract and applicable law, including any statutory rights applicable to a Consumer.
18.9 Nothing in this Clause entitles us to retain a Customer's payment for Goods that we are unable to supply where applicable law requires that payment to be refunded.
18.10 A Force Majeure Event affecting one part of an order will not automatically terminate or affect unaffected Goods or obligations under the Contract.
18.11 Nothing in this Clause relieves the Customer of any payment obligation that has already fallen due in respect of Goods properly supplied or other amounts properly payable before the Force Majeure Event occurred, subject to applicable law.
18.12 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer.
Suspension and Termination
19.1 We may suspend the supply of Goods, deliveries, collections, further orders or other performance under a Contract where reasonably necessary to protect our legitimate business interests, including where:
a. a Business Customer has failed to make a payment when due;
b. a Business Customer has exceeded its agreed credit limit;
c. the Customer has materially breached these Terms or the Contract;
d. we reasonably suspect fraud, misuse of an account or other unlawful activity;
e. the Customer has provided materially inaccurate information which affects our ability to perform the Contract; or
f. circumstances arise which reasonably indicate that the Customer may be unable to pay amounts due to us.
19.2 Where reasonably practicable, we will notify the Customer before suspending performance and, where the circumstances permit, give the Customer a reasonable opportunity to remedy the relevant issue.
19.3 We may suspend performance immediately where we reasonably consider that immediate action is necessary to protect our interests, comply with the law, prevent fraud or prevent a material loss or risk.
19.4 Suspension under this Clause does not affect any amounts that have already fallen due for payment or any other rights or remedies that have accrued.
19.5 Where a Business Customer materially breaches the Contract and fails to remedy that breach within a reasonable period after being asked to do so, we may terminate the affected Contract by written notice.
19.6 We may terminate a Contract with immediate effect where a Business Customer:
a. becomes insolvent or enters administration, liquidation or another formal insolvency process;
b. ceases or threatens to cease carrying on all or a substantial part of its business;
c. enters into an arrangement with creditors or is subject to another process indicating serious financial difficulty; or
d. commits a serious breach of the Contract which cannot reasonably be remedied.
19.7 We may terminate an affected Contract where a Force Majeure Event continues in accordance with Clause 18.7.
19.8 Where we are unable to supply Goods that have been ordered because they have been permanently discontinued, become unavailable or cannot reasonably be obtained from the relevant manufacturer or supplier, we may cancel the affected part of the Contract by notifying the Customer. Where the Customer is not at fault, any amounts paid for Goods that have not been supplied will be refunded, subject to applicable law.
19.9 Where we terminate a Contract because the Customer is not at fault, we will not seek to recover cancellation charges or other amounts beyond those properly payable under the Contract or applicable law.
19.10 Termination of a Contract does not affect any rights, obligations or liabilities that arose before termination, including any obligation to pay amounts that were properly due before termination.
19.11 Where a Contract is terminated, we may require the return of Goods that remain our property in accordance with Clause 13.
19.12 Termination or suspension of a Business Customer's credit account does not automatically cancel outstanding orders or other Contracts unless we expressly agree otherwise or termination is otherwise permitted under these Terms.
19.13 Where a Consumer contract is terminated or cancelled by us, we will only do so where permitted by the Contract and applicable law. Where the Consumer is not at fault and we are unable to fulfil the Contract, we will provide any refund or other remedy required by applicable law.
19.14 Nothing in this Clause prevents a Consumer from exercising any statutory right to cancel, reject, terminate or obtain a remedy in respect of Goods or services.
19.15 Nothing in this Clause limits or excludes any statutory rights or remedies available to a Consumer or any liability that cannot lawfully be excluded or limited.
General
20.1 These Terms, together with any quotation, order confirmation or other documents expressly incorporated into the Contract, constitute the agreement between the Company and the Customer in relation to the supply of the Goods.
20.2 No variation to these Terms or the Contract will be binding unless agreed in writing by an authorised Company Signatory, except where a variation is otherwise expressly permitted by these Terms or applicable law.
20.3 No failure or delay by us in exercising any right or remedy under these Terms will operate as a waiver of that or any other right or remedy.
20.4 A waiver of any particular breach or provision will not constitute a waiver of any subsequent breach or provision.
20.5 If any provision of these Terms is found by a court or other competent authority to be invalid, unlawful or unenforceable, that provision will be modified or removed to the minimum extent necessary and the remaining provisions will continue in full force and effect, subject to applicable law.
20.6 The Customer may not assign, transfer, charge, subcontract or otherwise dispose of any of its rights or obligations under a Contract without our prior written consent, except where such restriction cannot lawfully apply.
20.7 We may assign, transfer or subcontract our rights or obligations under a Contract where reasonably necessary for the operation of our business, provided that doing so does not materially reduce the Customer's rights under the Contract.
20.8 Nothing in these Terms creates or is intended to create a partnership, joint venture, agency or employment relationship between the Company and the Customer.
20.9 A person who is not a party to the Contract will have no right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999, unless the Contract expressly states otherwise.
20.10 Where the Customer comprises more than one person, company, partnership or other entity, their obligations under the Contract will, where permitted by law, be joint and several.
20.11 The Customer is responsible for ensuring that any person acting on its behalf has the necessary authority to place orders, approve specifications, accept Goods, agree variations or otherwise communicate with us in relation to the Contract.
20.12 Electronic communications, including emails and electronic order confirmations, may be used to communicate quotations, orders, approvals, notices and other contractual information. Where permitted by law, such communications may constitute written communications for the purposes of these Terms.
20.13 Notices under these Terms must be sent to the relevant email address, postal address or other contact details last provided by the relevant party. A party must promptly notify the other of any change to its contact details.
20.14 Where any provision of these Terms conflicts with a mandatory provision of applicable law, the mandatory provision will prevail to the extent of the conflict.
20.15 The headings used in these Terms are for convenience only and will not affect their interpretation.
20.16 These Terms may be updated from time to time for future Contracts. The version applicable to a Contract will be the version in force and incorporated into that Contract at the time the Contract was formed, unless otherwise agreed in writing or required by law.
20.17 Nothing in these Terms limits or excludes any statutory rights or remedies available to a Consumer or any liability that cannot lawfully be limited or excluded.
Governing Law and Jurisdiction
21.1 These Terms and each Contract between us and a Business Customer will be governed by and construed in accordance with the laws of England and Wales.
21.2 Subject to Clause 21.3, the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any Contract between us and a Business Customer, including any dispute relating to their formation, validity, interpretation or termination.
21.3 Where the Customer is a Consumer, these Terms and any Contract will be governed by the laws of England and Wales, except to the extent that mandatory consumer protection laws in the Consumer's country of residence provide otherwise.
21.4 Nothing in these Terms prevents a Consumer from bringing proceedings in any court or jurisdiction where applicable law gives the Consumer the right to do so.
21.5 Nothing in this Clause limits or excludes any mandatory legal rights or protections available to a Consumer.