Terms & Conditions of Sale

1. DEFINITIONS
1.1 "Company" means Wetroom Innovations Ltd.
1.2 "Buyer" means any person, firm, company, partnership, sole trader or other entity purchasing Goods from the Company.
1.3 "Business Customer" means a person acting wholly or mainly for purposes relating to their trade, business, craft or profession.
1.4 "Consumer" means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.
1.5 "Goods" means all products, materials, accessories, fittings, components and associated items supplied by the Company.
1.6 "Contract" means any agreement for the sale or supply of Goods by the Company.

2. BASIS OF CONTRACT
2.1 These Terms and Conditions apply to all quotations, orders, contracts and supplies of Goods by the Company.
2.2 By placing an order by website, email, telephone, purchase order, in person or by any other means, the Buyer agrees to be bound by these Terms and Conditions.
2.3 These Terms and Conditions apply to the exclusion of any terms proposed by the Buyer, including any terms contained within any purchase order or other document issued by the Buyer.
2.4 No variation of these Terms shall be effective unless agreed in writing by a Director of the Company.
2.5 Any catalogue, brochure, drawing, technical information, specification, illustration or advertising material is for guidance only and shall not form part of the Contract.

3. QUOTATIONS
3.1 Quotations are invitations to treat only and shall not constitute an offer.
3.2 Quotations may be withdrawn, amended or corrected at any time before acceptance.
3.3 Unless otherwise stated, quotations remain valid for 30 days.

4. ORDERS
4.1 Orders shall only become binding upon acceptance by the Company.
4.2 The Company reserves the right to refuse any order.
4.3 Once accepted, orders may not be cancelled without the Company's written consent.
4.4 The Buyer shall indemnify the Company against all costs, expenses and losses arising from cancellation.

5. PRICE
5.1 Prices are exclusive of VAT unless otherwise stated.
5.2 Delivery, carriage, packaging and ancillary charges may be charged separately.
5.3 The Company reserves the right to correct clerical, pricing or administrative errors.
5.4 Prices may be adjusted where costs increase due to supplier price increases, transport costs, exchange rate
fluctuations, tariffs or circumstances beyond the Company's reasonable control.

6. PAYMENT
6.1 Payment shall be made in accordance with the payment terms shown on the invoice.
6.2 Time for payment shall be of the essence.
6.3 The Buyer shall pay all amounts due in full without deduction.
6.4 The Buyer shall not be entitled to withhold payment or assert any credit, set-off, deduction, withholding, abatement or counterclaim against any amount due to the Company, whether arising under the Contract or otherwise.
6.5 Any complaint, claim, defect allegation, dispute or other matter shall not affect the Buyer's obligation to pay invoices in full when due.
6.6 Any dispute concerning Goods or invoices shall be dealt with separately and shall not entitle the Buyer to delay or reduce payment.
6.7 The Company may allocate payments received against any outstanding invoice or debt at its absolute discretion.

7. CREDIT ACCOUNTS (BUSINESS CUSTOMERS ONLY)
7.1 Credit facilities are granted solely at the Company's discretion.
7.2 Approved credit accounts shall be payable within 30 days from invoice date unless otherwise agreed in writing.
7.3 The Company may withdraw, suspend, amend or reduce credit facilities without notice.
7.4 The Company may require references, financial information or other supporting information before granting or maintaining credit facilities.
7.5 All outstanding amounts shall become immediately due and payable if:
(a) any invoice becomes overdue;
(b) any credit limit is exceeded;
(c) the Company reasonably believes payment is at risk;
(d) an insolvency event occurs.
7.6 The Company may suspend all deliveries, supplies and performance of obligations whilst any amount remains overdue.

8. LATE PAYMENT
8.1 Business Customers shall be liable for interest on overdue sums pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.2 Interest shall accrue at 8% above the Bank of England base rate.
8.3 Interest shall accrue daily from the due date until payment in full.
8.4 The Company shall be entitled to recover:
(a) statutory compensation;
(b) debt recovery costs;
(c) legal fees;
(d) tracing costs;
(e) court fees;
(f) enforcement costs;
(g) collection agency fees;
(h) all other reasonable costs incurred recovering overdue sums.
8.5 Acceptance of part payment shall not constitute a waiver of any rights.

9. DELIVERY
9.1 Delivery dates are estimates only.
9.2 Time shall not be of the essence.
9.3 The Company shall not be liable for delivery delays.
9.4 The Company may make delivery by instalments.
9.5 Delivery shall be deemed complete when the Goods are unloaded at the delivery address or site specified by the Buyer.
9.6 The Buyer shall provide suitable access, labour, equipment and facilities necessary for safe delivery.
9.7 Failed deliveries resulting from inadequate access, absence of personnel or site conditions may incur additional charges.
9.8 Risk in the Goods shall pass upon delivery.

10. INSPECTION, ACCEPTANCE AND CLAIMS
10.1 The Buyer shall inspect all Goods immediately upon delivery and before installation, fitting, cutting, tiling, modification or use.
10.2 Any shortage, transit damage or incorrect Goods must be reported in writing within 48 hours of delivery.
10.3 Any visible defect must be reported in writing within 7 days of delivery.
10.4 Any invoice dispute must be notified in writing within 7 days of invoice date.
10.5 Any dispute relating to an invoice not notified within 7 days shall be deemed accepted and undisputed.
10.6 Goods which have been installed, fitted, cut, tiled onto, incorporated into works, modified or otherwise used shall be deemed accepted.
10.7 The Company shall not be liable for labour costs, removal costs, reinstallation costs or associated expenses where Goods have been installed before inspection.
10.8 Nothing in this clause shall affect the statutory rights of Consumers.

11. RETURNS
11.1 Goods may only be returned with prior written authorisation.
11.2 Returned Goods must be unused, undamaged, in original packaging and suitable for resale.
11.3 Restocking charges may apply.
11.4 Bespoke, made-to-order, special order, non-stock and discontinued Goods are non-returnable unless defective.

12. RISK AND TITLE
12.1 Risk in the Goods shall pass upon delivery.
12.2 Legal and beneficial ownership of the Goods shall remain with the Company until all monies owed by the Buyer have been paid in full.

13. RETENTION OF TITLE
13.1 Ownership of the Goods shall remain vested in the Company until payment in full of all sums owed by the Buyer.
13.2 Until title passes, the Buyer shall:
(a) store the Goods separately;
(b) clearly identify them as the property of the Company;
(c) maintain them in satisfactory condition;
(d) insure them for their full replacement value.
13.3 The Company may enter any premises where the Goods are located to inspect or recover them.
13.4 The Buyer grants the Company an irrevocable licence to enter such premises for this purpose.
13.5 The Company may recover Goods in transit or not permanently incorporated into land where title has not passed.
13.6 Repossession shall not extinguish the Buyer's liability for outstanding sums.

14. PRODUCT SUITABILITY
14.1 The Buyer is responsible for ensuring Goods are suitable for the intended application.
14.2 The Company accepts no responsibility for project design, installation methods, site conditions, specifications or suitability assessments unless expressly agreed in writing.
14.3 Installation or use of the Goods constitutes acceptance that the Goods are suitable.

15. WARRANTIES
15.1 Any warranty provided by the Company shall be limited to the benefit of any manufacturer's warranty where applicable.
15.2 The Company may assist with warranty claims but assumes no greater liability than that accepted by the manufacturer.

16. LIMITATION OF LIABILITY
16.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or any liability that cannot legally be excluded.
16.2 Subject to clause 16.1, the Company's total aggregate liability arising from any order, contract or series of related contracts shall not exceed the net invoice value of the Goods giving rise to the claim.
16.3 To the fullest extent permitted by law, the Company shall not be liable for:
(a) indirect loss;
(b) consequential loss;
(c) special loss;
(d) loss of profit;
(e) loss of revenue;
(f) loss of business;
(g) loss of contracts;
(h) loss of goodwill;
(i) loss of anticipated savings;
(j) business interruption;
(k) delay damages;
(l) liquidated damages;
(m) project delays;
(n) site standing time;
(o) labour costs;
(p) installation costs;
(q) removal costs;
(r) replacement costs;
(s) reinstallation costs;
(t) accommodation costs;
(u) professional fees;
(v) management time;
(w) wasted expenditure;
(x) loss arising from delay.
16.4 The Buyer acknowledges that the pricing of the Goods reflects these limitations.

17. BUSINESS CUSTOMER TERMS
17.1 All warranties, terms and conditions implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
17.2 The Buyer acknowledges that it has not relied upon any representation not expressly contained within the Contract.

18. CONSUMER RIGHTS
18.1 Nothing in these Terms shall affect the statutory rights of Consumers.
18.2 Consumers may have rights under the Consumer Rights Act 2015 and other applicable legislation.
18.3 Any exclusion or limitation of liability shall apply only to the extent permitted by law.

19. FORCE MAJEURE
19.1 The Company shall not be liable for any failure or delay resulting from events beyond its reasonable control including supplier failures, shortages, transport disruption, labour disputes, natural disasters, pandemics, governmental restrictions or utility failures.

20. INSOLVENCY
20.1 The Company may suspend performance or terminate any Contract immediately if the Buyer:
(a) enters administration;
(b) enters liquidation;
(c) becomes bankrupt;
(d) proposes a voluntary arrangement;
(e) has a receiver appointed;
(f) has a winding-up petition presented;
(g) ceases or threatens to cease trading;
(h) suffers any analogous insolvency event.

21. GENERAL
21.1 Failure by the Company to enforce any provision shall not constitute a waiver.
21.2 If any provision is held invalid or unenforceable, the remaining provisions shall remain in force.
21.3 These Terms constitute the entire agreement between the parties.
21.4 The Buyer may not assign its rights without the Company's written consent.

22. DATA PROTECTION
22.1 Personal data shall be processed in accordance with applicable data protection legislation and the Company's Privacy Policy.

23. GOVERNING LAW
23.1 These Terms shall be governed by the laws of England and Wales.
23.2 The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from these Terms.