317 Conditions of sale (2022) 1. Definitions 4.3. Coloured materials are subject to colour variation and this by 6. Payment & Title 1.1. In these terms and conditions: itself shall not be considered a manufacturing defect. 6.1. Unless otherwise agreed in writing by a Director of the “the Buyer” means the customer with whom the Company 4.4. The Company warrants that all Goods purchased after 1st Company, all invoices are due and payable on or before the September 2008 will be free from defects for the following Contracts and shall include anybody holding themselves last day of the month following the month in which the invoice out as acting on the Company’s behalf in respect of placing periods: is dated. If the Buyer does not pay the amount set out in the orders, inspecting or accepting delivery of the Goods; Goods Period Company’s invoice in full and in cleared funds by the time “the Company” means Roca Limited (Company Number Ceramics 25 years payment falls due then, in addition to any other rights the 02767941) whose registered office is Acrylic, Steel and Cast Iron Baths Company may have, the Company shall be entitled to bring an 25 years action against the Buyer for the outstanding invoice sum (even I nterlink Way West, Bardon, Coalville, Enclosures and Screens 10 years if possession of the Goods has not passed to the Buyer) and/ LeicestershireLE67 1LD; Installation System Frame 10 years “the Contract” means the contract for the sale and purchase or cancel the agreement between the parties and/or suspend Operating panels 2 years any further deliveries to the Buyer and/or charge the Buyer of bathroom fixtures its installation and the supply of Brassware and Showers 10 years (lifetime guarantee on interest (both before and after any judgement) on the amount replacement parts where necessary on the terms contained ceramic cartridge) unpaid, at the rate of 8% above Lloyds Bank base rate until herein; Concealed cistern 5 years (including concealed cistern payment is received. “the Goods” means any goods supplied by the Company internals, excluding diaphragm 6.2. The Buyer shall indemnify the Company in relation to all losses including any material supplied with such goods as packaging. washer) (including but not limited to consequential losses), costs and 1.2. The headings used in these terms and conditions are used Smart Toilets 2 years (electric components only) expenses (including but not limited to any legal costs) caused solely for convenience and do not form part of the Contract. Furniture, mirrors, mirrored 2 years to or incurred by the Company due to the Buyer failing to meet 2. Formation of the Contract cabinets, lights and accessories payment for the Goods in accordance with these terms and Whirlpool spas 2 years conditions. 2.1. These terms and conditions shall apply in respect of all orders Bath panels 2 years for Goods. All orders for Goods are invitations to treat and 6.3. The Buyer shall not be entitled to deduct any amount from the a contract shall only be formed between the Company and Seats and Covers 2 years sum owed to the Company by way of set off or counterclaim the Buyer once any such order has been confirmed by the Accessories 2 years or for any other reason unless agreement to such deduction Company and otherwise subject to the terms of clause 3.2 Cistern internals and wastes 1 year has been given by a Director of the Company in writing. herein. Solid Surface 5 years 6.4. This clause is designed to ensure the Company is able to 2.2. Any contract for the supply of Goods by the Company is Smart Shower 5 years recover all monies due and owing to it and therefore the legal deemed to be subject to the Conditions herein and no waiver, Touchless valve 2 years and beneficial title in the Goods shall not pass to the Buyer cancellation or variation shall have any effect unless expressly Spare Parts 1 year until: agreed in writing by a Director of the Company. In case of 4.5. I f the Goods are not free from defects aforesaid by way of 6.4.1. payment of the full contract price inclusive of VAT and dispute between the Company’s Conditions and those of the remedy the Company shall at interest is received (in cash or cleared funds); and Buyer, the former shall prevail. its option either repair, replace 6.4.2. all other sums that are (or that become) due to the or offer a full or partial refund or any combination of the above 2.3. Unless otherwise confirmed by the Company in writing, the PROVIDED THAT Customer from the Buyer for sales of Goods or on any quality, quantity and description of the Goods shall be as set account, in which case title to the Goods shall pass at out in the Company’s order confirmation. The Buyer shall a. The defect was not capableof being apparent on inspection the time of payment of all such sums, but the risk shall be responsible for ensuring that the terms of the order are b. the Goods have been properly maintained and fitted in pass upon delivery. accurate and complete. accordance with the Company’s recommendations 6.5. Until payment has been made, the Buyer shall hold the 2.4. I f the Buyer wishes to make amendments to an order c. the Company is notified within 5 days of discovery of the Goods as bailee for the Company and shall store the Goods after work has commencedor it requires the Company to defect separately in such a manner as to keep the Goods identifiable undertake work which has not been specifically quoted for d. any Goods alleged to be defective have been stored in as the property of the Company. Such property and wherever the Buyer will be liable for the cost of the additional work a secure place and made available to the Company for practicable each individual itemthereof shall be plainly marked undertaken. inspection at the Company’s request or otherwise adequately identified by the Buyer as “Property 2.5. The Buyer agrees that in entering into the Contract it has not e. no attempt by any third party or you has been made to of Roca” and shall be stored separately and apart from the relied on any representation, understanding or statement remedy the defect Buyer’s property wherever possible. Further, the Buyer shall contained in any brochure, price list or sales literature or any f. the Company have confirmed the defect keep such property insured against such risk of loss or other representation, (whether oral or in writing,) which is not g. proof of purchase is presented to the Company. damage for its value at the Buyer’s expense during such time included or referred to in either these terms and conditions or 4.6. No warranty, guarantee or other term relating to quality or as it remains in the Buyer’s possession. If notwithstanding the Order Confirmation Letter. fitness for purpose is given in respect of the Goods supplied that the legal and beneficial title in the Goods has not passed 2.6. The Company shall not be liable for any advice given by by the Company. The Company will supply no substitute to the Buyer the Buyer shall sell the goods to a third party, the Company or its employees or agents to the Buyer or its goods or reimburse the Buyer for any goods hired for the time irrespective of whether a valid title shall have passed to the employees or agents as to thestorage, application or use that the Goods are in the Company’s possession. third party the Buyer shall hold the proceeds of such sale in of the Goods unless such advise is confirmed in writing by a 4.7. Except in respect of death or personal injury caused by the trust for the Company. The Buyer shall not be the agent of Director of the Company. Company’s negligence the Company shall not be liable to the the Company in any dealings with third parties. The Buyer Buyer by reason of any representation (unless fraudulent) or hereby authorises the Company at any time when the Buyer’s 2.7. I f any provision or part of a provision of these Conditions shall be, account with the Company is overdue or the Buyer has or found by any court of competent jurisdiction to be invalid any implied warranty, condition or other term or any duty at become insolvent but not otherwise to enter upon the Buyer’s or unenforceable, such invalidity or unenforceability shall not common law or under the express terms of this agreement for land or premises or buildings with workmen and transport as affect the other provisions or parts of such provisions of these any loss of profit or any indirect or consequential loss, loss of may be deemed necessary by the Company to examine and Conditions, all of which shall remain in full force and effect. goodwill, any destruction of data, damage, costs or expenses recover Goods supplied by the Company. 2.8. Where the goods or services are provided by the Company to whether or not such losses were in the contemplation of the the Buyer in instalments, while each instalment will constitute parties and at the date of this contract, which arise out of or in 7. Returns a separate Contract, the Company’s failure to provide one or connection with the provision of the Goods by the Company 7.1. No Goods once despatched by the Company shall be more of the instalments shall not entitle the Buyer to terminate to the Buyer. returned to the Company unless permission has been given the Contract as a whole. 4.8. The Company’s entire liability under these terms and by the Company in writing and any Goods so returned by 3. Orders conditions shall be limited to the warranty set out above and agreement must be in good order and resaleable condition shall not in any event exceed the price paid by the Buyer. and contained in the Company’s current pricelist. Such Goods 3.1. Unless otherwise confirmed by us in writing, all prices given 4.9. Lay-outs and designs depicted in any of the Company’s must have been delivered by the Company within the previous are exclusive of Value Added Tax, duties, insurance, carriage, brochures or set out in show-rooms or any exhibitions of the six months and correspond exactly to the original invoice, a set off or abatement. The price charged will be the current Company’s Goods are purely for the purposes of illustration copy of which must accompany the return. Any credit allowed price at the point of delivery. and demonstration and shall not imply any warranties by the by the Company for such returned Goods shall be subject to 3.2. Orders will only be accepted from a Buyer who has received Company as to the suitability or adaptability of such lay-outs a handling charge of 25% of the net value of the Goods or confirmation in writing from the Company that it has been and designs at any premises at which the Buyer intends to £50.00 plus VAT whichever shall be the greater. granted an account facility. The Company shall grant such install the Company’s Goods in respect of which the Buyer 8. General facilities at its absolute discretion and shall not be held shall take independent advice. 8.1. The Company shall not be liable to the Buyer or deemed to be responsible in any way for any liability whatsoever arising 4.10. The warranty shall not apply if the buyer carries out any in breach of the contract for any delay in performing, or failure from any delay or refusal to grant such account facility. The modifications or additions to the product. to perform any of its obligations in respect of the supply of the Company reserves the right to withdraw such facility for 5. Delivery Goods, if the delay or failure is due to any cause beyond the whatever reason. Company’s reasonable control. 3.3. Telephone, electronic and verbal orders will only be accepted 5.1. Delivery dates quoted are estimates only and time shall not be of the essence. The Company shall be under no liability 8.2. Any notice required to be given by either party to the other if the Buyer’s official order number is quoted and requested shall be in writing addressed and posted first class to the delivery dates must be provided. Written or faxed orders which for not supplying Goods ordered, through non-availability or otherwise, whether due to circumstances within the relevant party’s registered office or principal place of business are not clearly marked “Confirmation” will be treated as new and shall be effective on the third day of posting. orders. Company’s control or not. 5.2. The Buyer shall indemnify the Company against all claims 8.3. No waiver by the Company of a breach of any provision in 3.4. All orders received which would result in an invoice value of these terms and conditions by the Buyer shall be considered less than £500.00 (excl. VAT) will be charged carriage costs for damages and any liability whatsoever arising out of as incurred by the Company (or £50.00+VAT, whichever is the compliance by the Company with the Buyer’s delivery as a waiver of any subsequent breach of the same or any greater). instructions. other provisions. 5.3. The Buyer shall provide all necessary assistance to the 8.4. The Company may terminate the contract without penalty 3.5. No cancellation of orders will be accepted if: (a) in the case Company in unloading Goods at the point of delivery and in or compensation to the Buyer immediately if the Buyer of a listed stock item, the product has already been prepared the event of the Buyer failing to do so, the Company shall be becomes unable to pay its debts or enters into compulsory or despatched, or (b) in the case of a special order, the entitled to charge the Buyer with the amount of any expense or voluntary liquidation (other than for the purpose of affecting manufacture of the item has already commenced or (c) incurred by the Company resultant there from. a reconstruction or amalgamation in such manner that the the notice of the cancellation is not received in writing and company resulting from such reconstruction or amalgamation confirmed in writing by the Company. For the avoidance of 5.4. All Goods must be checked by the Buyer at the time of if a different entity shall agree be bound by and assume the doubt, all orders for baths with hydro-massage systems are to delivery for any apparent defects and the Company shall Buyer’s obligations under these terms and conditions) or if the be special orders. not be liable for the loss or non-delivery of any part of a Buyer compounds with or convenes a meeting of its creditors 4.Warranty, Liability &Quality consignment which has been signed for by the Buyer or his or has a receiver or manager or an administrator appointed agent. If any defects are discovered during this inspection, the of its assetsor ceases for anyreason to carry on business or 4.1. Goods are warranted to be of normal industrial quality and Buyer must notify the Company’s representative immediately. take or suffer similar action which in the Company’s opinion subject to specifications, weights and measurements (whether The Buyers’ acceptance will be made to the Company by means that the Buyer may be unable to pay its debts. contained or set out in the Company’s brochures or otherwise) virtue of the Buyer or its representative signing a delivery 8.5. The Contracts (Rights of Third Parties) Act 1999 shall not apply which are subject to variation (without any prior notice being receipt. Anybody presenting themselves to the Company’s