303 Conditions of sale (2023) 1. INTERPRETATION the Supplier has confirmed the defect; and the Customer has defective products under the Consumer Protection Act 1987; or any 1.1 Definitions: demonstrated proof of purchase to the Supplier. matter in respect of which it would be unlawful for the Supplier to Business Day: a day (other than a Saturday, Sunday or public 5.3The Supplier shall not be liable for Goods’ failure to comply with theexclude or restrict liability. holiday) whenbanks in London are open for business. warranties set out in Clause 5.1 if: 10.2 Subject to Clause 10.1: the Supplier shall not be liable to the Commencement Date: he date on which, after these newT 5.3.1 the Customer makes any further use of such Goods after giving Customer, whether in contract, tort (including negligence), breach of terms and conditions have beenissued, the Customer places their notice of defects; the defect arises because the Customer failed to statutory duty, or otherwise, for any loss of profit, or any indirect or first Order. follow the Supplier’s oral or writteninstructions as to the storage, consequential loss arising under or in connection with the Contract; Conditions: these terms and conditions set out in Clause 1 to commissioning, installation, use and maintenance of the Goods and the Supplier’s total liability to the Customer for all other Clause12 (inclusive). or (if there are none) good trade practice regarding the same; the losses arising under or in connection with the Contract, whether Contract: the agreement between the Supplier and the Customer alters or repairs such Goods without the written consent in contract, tort (including negligence), breach of statutory duty, or of the Supplier; the defect arises as a result of fair wear and otherwise, shall be limited to the cost of the order to which the claim Customer for the sale and purchase of the Goods. tear, wilful damage, negligence, orabnormal storage or working relates. Delivery Date:the date specified for delivery of an Order in conditions; or the defect would reasonably have been apparent on 11. TERMINATION accordancewith Clause 4. initial inspection of the goods as per clause 4.6. Delivery Location: the address for delivery of the Goods, as 5.4The Supplier’s only liability to the Customer if the Goods fail to 11.1Without limiting its other rights or remedies, either party may set outin theorder form. comply with the warranties set outin Clause 5.1 is as set out in this terminate the Contract with immediate effect by giving written notice Force Majeure Event: events, circumstances or causes Clause 5 and, in any event, shall be limited to the cost of the order to the other party if: the other party commits a material breach beyond a party’s reasonable control, including but not limited to: to which the claim relates. of any term of the Contract and (if such a breach is remediable) (a) acts of God or natural disaster; (b) epidemic or pandemic; fails to remedy that breach within twenty-eight days of that party (c) terrorist attack, war, sanctions, embargo, or breaking off of 5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act being notified in writing to do so; the other party takes any step or diplomatic relations; (d) any law or action taken by a government 1979 are, to the fullest extent permitted by law, excluded from the action in connection with its entering administration, provisional or public authority; (e) fire, explosion or accident; (f) any labour or Contract. liquidation or any composition or arrangement with its creditors trade dispute and industrial action (other than by the party seeking 5.6The terms of the Contract shall apply to any repaired or (other than in relation to a solvent restructuring), being wound up to rely on clause 12.1, or companies in the same group as that replacement Goods supplied by the Supplier. (whether voluntarily or by order of the court, unless for the purpose party); (g) non-performance by suppliers or subcontractors (other 6.TITLE AND RISK of a solvent restructuring), having a receiver appointed to any of its than by companies in the same group as the party seeking to rely 6.1Risk in Goods shall pass to the Customer on completion of deliveryassets or ceasing to carry on business; the other party suspends, or on clause 12.1); and (h) interruption or failure of utility service. the Goods at the Delivery Location. threatens to suspend, or ceases or threatens to cease to carry on Goods: The Goods (including any related accessories, spare 6.2Title to Goods shall only pass to the Customer once the Supplierall or a substantial part of its business; or the other party’s financial position deteriorates to such an extent that in the terminating party’s parts, documentation and packaging) and any other physical receives all monies (in cash or in cleared funds) in respect of those opinion the other party’s capability to adequately fulfil its obligations material set out in the Order and to be supplied by the Supplier to goods. under the Contract has been placed in jeopardy. the Customer in accordance with the Contract. 6.3 Until title to the Goods has passed to the Customer, the Customer Policies:the Supplier’spolicies set out in the Contract. shall: store the Goods separately from all other goods held by the 11.2Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice Order: an order for the Goods submitted by the Customer in Customer so that they remain readily identifiable as the Supplier’s to the Customer if the Customer fails to pay any amount due under accordance with Clause 3. property; not remove, deface or obscure any identifying mark the Contract on the due date for payment and remains in default Price: the price for the Goods, as displayed in the current price or packaging on or relating to the Goods; maintain the Goods not less than 14 days after being notified in writing to make such list at thetime of delivery. in satisfactory condition and keep them insured against all risks payment. 1.2 Interpretation: for their full price from the date of delivery; notify the Supplier immediately if it becomes subject to any of the events listed in 11.3 Termination of the Contract shall not affect any of the parties’ rights 1.2.1 a reference to a statute or statutory provision is a reference to Clause 11.1 and give the Supplier such information relating to the and remedies that have accrued as at termination, including the such statute or provision as amended or re-enacted. A reference Goods as the Supplier may require from time to time. right to claim damages in respect of any breach of this Contract to a statute or statutory provision includes any subordinate 6.4 The Supplier may recover Goods in which title has not passed to which existed at or before the date of termination. legislation made under that statute or statutory provision, as the Customer. The Customer irrevocably licenses the Supplier, 11.4Any provision of the Contract that expressly or by implication is amended or re-enacted; its officers, employees and agents, to enter any premises of the intended to come into or continue in force on or after termination 1.2.2 any phrase introduced by the terms including, include, in particular Customer (including with vehicles and other storage), in order to shall remain in full force and effect. or any similar expression shall not limit the sense of the words satisfy itself that the Customer is complying with the obligations in 11.5Without affecting any other right or remedy available to it the preceding those terms; and Clause 6.3, and to recover any Goods in which property has not Supplier may terminate this agreement on giving not less than three 1.2.3 a reference to writing or written includes emails. passed to the Customer. months’ notice to the Customer. 2. COMMENCEMENT AND TERM 6.5 The Supplier may at any time after delivery elect to transfer title 12. GENERAL These Terms and Conditions shall come into force on the in the Goods to the Customer, in which case the Customer shall 12.1Force majeure: Neither party shall be in breach of this Contract Commencement Date and shall continue unless terminated immediately pay the Price to the Supplier. nor liable for delay in performing, or failure to perform, any of its or updated in accordance with the terms. They supersede any 6.6The Customer shall be entitled to resell the Goods in the ordinaryobligations under this Contract if such delay or failure result from previously issued terms and conditions issued by the Supplier. course of its business. Where the Customer resells Goods which, a Force Majeure Event. If the period of delay or non-performance 3. ORDERS in accordance with this Clause 6, remain the Supplier’s property, continues for four weeks, the party not affected may terminate this 3.1 Each Order by the Customer to the Supplier shall be an offer ownership of these Goods shall pass to the Customer immediately Contract by giving seven days’ written notice to the affected party. to purchase the Goods subject to the Contract including these prior to resale by the Customer. If the Customer becomes subject 12.2Assignment and other dealings: The Customer shall not conditions. to an Insolvency Event, the Customer’s right to re-sell or otherwise assign, transfer, charge, subcontract, declare a trust over or deal 3.2 Orders shall be given in writing or via Electronic Data Interchange deal in the Goods shall automatically terminate and the Supplier in any other manner with any or all of its rights or obligations under (“ EDI”). The Supplier may accept or decline Orders at its shall be entitled to repossess any of the Goods in respect of which the Contract without the prior written consent of the Supplier. The absolute discretion. The Supplier may, at its discretion, accept an title hasnotpassed as aforesaid. Supplier may at any time assign, transfer, charge, subcontract, amendment to an Order by the Customer. 7. PRODUCT RECALL declare a trust over or deal in any other manner with any or all of its 3.3 The Supplier shall assign an order number to each Order it 7.1 I f the Customer is the subject of a request, court order or other rights under this agreement. accepts and notify the order number to the Customer. Each directive of a governmental or regulatory authority to withdraw any 12.3 Confidentiality party shall use the relevant order number in all subsequent Goods from the market (Recall Notice) it shall immediately notify12.3.1 Each party undertakes that it shall not at any time, and for a period correspondence relating to the Order. the Supplier in writing enclosing a copy of the Recall Notice. of two years after termination of this agreement, disclose to any 3.4 After confirming an Order, the Supplier shall as soon as is 7.2 Unless required by law, the Customer may not undertake any recall person any confidential information concerning the business, affairs, practicable inform the Customer of the Supplier’s estimated or withdrawal without the written permission of the Supplier and customers, clients or suppliers of the other party or of any member delivery date for the Order. only then in strict compliance with the Supplier’s instructions as to of the group to which the other party belongs, except as permitted 3.5 The Customer is responsible for ensuring that Orders and any the process of implementing the withdrawal. by Clause 12.3.2. For the purposes of this clause, group means, applicable Specification submitted by the Customer are complete 8.PRICE AND PAYMENT in relation to a party, that party, any subsidiary or holding company and accurate. The Customer shall give the Supplier all necessary 8.1The Customer shall pay for Goods in accordance with this Clause 8.from time to time of that party, and any subsidiary from time to time information relating to the Goods that the Supplier reasonably 8.2 The Price excludes amounts in respect of value added tax (VAT), of a holding company of that party. requires in order to fulfil each Order. which the Customer shall additionally be liable to pay to the 12.3.2 Each party may disclose the other party’s confidential information: 3.6 No cancellation of orders will be accepted if: Supplier at the prevailing rate (if applicable), subject to the receipt (a) to its employees, officers, representatives or advisers who need to 3.6.1 I n the case of a listed stock item, the product has already been of a valid VAT invoice. know such information for the purposes of exercising the party’s prepared or despatched or; 8.3 All orders received which would result in an invoice value of less rights or carrying out its obligations under or in connection with this 3.6.2 I n the case of a special order (including all orders for baths that £500.00 (excl. VAT) will be charged carriage costs as incurred agreement. Each party shall ensure that its employees, officers, with hydro-massage systems), the manufacture of the item has by the Supplier (or £50.00 + VAT, whichever is the greater). representatives or advisers to whom it discloses the other party’s already commenced or; 8.4 The Supplier may invoice the Customer for the price of Goods plus confidential information comply with this Clause 12.3; and 3.6.3 The notification of the cancellation is not received in writing and VAT at the prevailing rate (if applicable) on or at any time after it (b)as may be required by law, a court of competent jurisdiction or any confirmed by the Supplier. confirms the relevant Order to the Customer. The Supplier shall governmental or regulatory authority. 4. DELIVERY ensure that the invoice includes the date of the Order, the invoice12.3.3 No party shall use any other party’s confidential information for any number, the Contract Number, the Customer’s order number, purpose other than to exercise its rights and perform its obligations 4.1 The Supplier shall endeavour to deliver the Goods to the Delivery the Supplier’s VAT registration number, and any supporting under or in connection with this Contract. Location. Delivery is completed on the completion of unloading of documentation that the Customer may reasonably require. 12.3.4 This contract does not constitute the entire agreement between the the Goods at the Delivery Location. 8.5 Unless otherwise agreed in writing by a Director of the Supplier, the parties and the Customer will comply with its obligations under all 4.2 The Customer shall indemnify the Supplier against all claims for Customer shall pay invoices in full in cleared funds by the end of relevant Roca Policies. For the avoidance of doubt this Contract damages and liability whatsoever arising out of compliance by the the month following the month of invoice. Payment shall be made sets out arrangements in relation to the Exclusive Goods. Supplier with the Customer’s delivery instructions. to the bank account nominated in writing by the Supplier. 12.4 Notice: Any notice required under the contract shall be in writing, 4.3 The Customer shall provide all necessary assistance to the 8.6 I f the Customer fails to make any payment due to the Supplier and sent by recorded delivery addressed and posted to the address Supplier in unloading Goods at the point of delivery and in the under the Contract by the due date for payment, then, without set out below. event of the Customer failing to do so, the Supplier shall be limiting the Supplier’s remedies under Clause 11: Roca LTD, Interlink Way West, Bardon Business Park, Bardon, entitled to charge the Customer with the amount of any expense incurred by the Supplier resultant there from. 8.6.1 the Customer shall pay interest on the overdue amount at the rate Leicestershire LE67 1LD 4.4 Delivery Dates are approximate only, and the time of delivery is of 4% per annum above BARCLAYS BANK’s base rate from time 12.5Variation: No variation of these conditions shall be effective not of the essence. The Supplier shall not be liable for any delay to time. Such interest shall accrue on a daily basis from the due unless it is in writing and signed by the parties (or their authorised in delivery of any Goods that is caused by a Force Majeure Event; date until actual payment of the overdue amount, whether before or representatives). or the Customer’s failure to provide the Supplier with adequate after judgment. The Customer shall pay the interest together with 12.6Waiver: No failure or delay by a party to exercise any right or delivery instructions or any other instructions that are relevant to the overdue amount. remedy provided under the Contract or by law shall constitute a the supply of the Goods. 8.6.2 the Supplier may suspend all further deliveries of Goods until waiver of that or any other right or remedy, nor shall it prevent or 4.5 The Supplier shall be under no liability for not supplying goods payment has been made in full. restrict the further exercise of that or any other right or remedy. No ordered, through non-availability or otherwise, whether due to 8.7 The Customer shall pay all amounts due under the contract in full single or partial exercise of such right or remedy shall prevent or circumstances within the Supplier’s control or not. without set-off, counterclaim, deduction or withholding (except for restrict the further exercise of that or any other right or remedy. 4.6 All Goods must be checked for any apparent defects by the any deduction or withholding required by law). The Supplier may at 12.7Severance: If any provision or part-provision of these conditions Customer at the time of delivery and the Supplier shall not be any time, without limiting any of its other rights or remedies, set off is or becomes invalid, illegal or unenforeable, t shallc i bedeemde liable for the loss or non-delivery of any part of a consignment any amount owing to it against any amount payable by the Suppliermodified to the minimum extent necsseary tomak it valid,e which has been signed for by the Customer or his Agent. If any to the Customer. legal and enforceable. If such modificatio isnn ot possi le, theb defects are identified during this inspection, the Customer (or his 9. RETURNS relevant provision or part-provisionshall be deem delete. Aned dy Agent) mustnotify the Supplier’s representative immediately. 91 No Goods once despatched by the Supplier shall be returned to modification to or deletion of a provoisin or art-provisn under thip io s . clause shall not affect the validityand enforceability of the rest of 5. QUALITY AND FITNESS FOR PURPOSE the Supplier unless permission has been given by the Supplier in the Contract. 5.1 The Supplier warrants that, for the relevant time periods set at writing. In order to be eligible for return the Goods must be: in good 12.8Third party rights: No one other than a party to this Contract www.uk.roca.com/professionals/resources/product-guarantees, order; of resalable condition; contained in the Supplier’s current and their permitted assignees shall have any right to enforce any of all Goods purchased after 1 September 2008 shall: conform in pricelist; and accompanied by their original invoice. 9.2 I n order to be eligible for return, Goods must have been delivered its terms. all material respects with their description; be free from material by the Supplier, and within the previous six (6) months. 12.9 Governing law: This Contract, and any dispute or claim defects in design, material and workmanship; be of satisfactory (including non-contractual disputes or claims) arising out of or quality (within the meaning of the Sale of Goods Act 1979); and 9.3Any credit allowed by the Supplier for the returned Goods shall bein connection with it or its subject matter or formation , shall be be fit for any purpose held out by the Supplier. subject to a handling charge of the greater of 25% of the net value governed by, and construed in accordance with the law of England 5.2 As the Customer’s sole and exclusive remedy, the Supplier shall, of the Goods, or£50.00 plus VAT. and Wales. at its option, repair, replace, or offer a partial or full refund of the 10. LIMITATION OF LIABILITY