Terms and Conditions

Website Terms of Use

1. Website Terms of Use
   1.1. These Website Terms of Use (“Terms”) govern your access to and use of the website located at www.bathroomic.co.uk (“the Website”). By accessing or using the Website, you agree to be legally bound by these Terms. If you do not accept them, you must refrain from using the Website.

2. Introduction
2.1. The terms “we”, “us”, and “our” refer to Bathroomic, a trading name of Ebla-uk LTD, a company registered in England and Wales under company number 10554629, with its registered office at 6 Wedgwood Gate, Stevenage, SG1 4SU. Our VAT number is GB 259053201.
2.2. The term “you” refers to any individual accessing this Website. If you are acting on behalf of a business, company, or other legal entity, “you” also includes that entity, and you confirm that you have the authority to bind it to these Terms.
2.3. This Website is operated by us. These Terms govern your use of it. By continuing to browse or use this Website, you confirm your acceptance of these Terms. If you do not agree to them, you are not permitted to access or use the Website.
2.4. Any purchase of goods, services, or products made through the Website is subject to our relevant Terms and Conditions of Sale and any other applicable contractual terms. Your personal data will be processed in accordance with our Privacy Policy.
2.5. We reserve the right to revise or amend these Terms at any time without prior notice. Changes will become effective once published on the Website. Your continued use of the Website following such changes constitutes your acceptance of the revised Terms.

3. Access to the Website
3.1. We do not guarantee uninterrupted or error-free operation of the Website. You must not attempt to disrupt or interfere with its normal functionality. You are prohibited from breaching security protocols, tampering with, hacking, or damaging the Website or any connected systems or infrastructure. You must not introduce any malicious software, viruses, trojans, worms, or any harmful technologies, nor carry out any denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.
3.2. You are solely responsible for ensuring that your computer, software, and network configuration are suitable for using this Website. We do not guarantee that any content on the Website is free from viruses or harmful elements. You are responsible for maintaining effective virus protection and other necessary security checks.
3.3. We may, from time to time, restrict access to certain sections, features, or the entirety of the Website. If you are given or choose a user ID, password, or any security credentials, you must treat such information as confidential and not disclose it to any third party. We reserve the right to deactivate any account or login credentials if we believe these Terms have been breached.
3.4. We may, at any time and without notice, withdraw or modify access to the Website, either partially or entirely. We accept no liability for the unavailability or suspension of the Website or any of its features or content, whether planned or unplanned.

4. Permitted Use of the Website
4.1. You must not use the Website in a way that violates any law or regulation, infringes upon any third-party rights, or is inconsistent with standards set by any governing authority. You agree to use the Website responsibly and not for any unlawful, immoral, or inappropriate purpose.
4.2. You may not interfere with or compromise the security of the Website, harass other users, or cause disruption to our systems.
4.3. You must not use the Website to submit false, speculative, or fraudulent transactions.

5. Intellectual Property Rights
5.1. The Website contains images, videos, text, graphics, software (including HTML code), layouts, sounds, formats, and similar content (collectively, the “Material”). All intellectual property rights in the Material are either owned by us, our affiliates, or licensed to us.
5.2. These Terms do not grant you any rights over our intellectual property, nor should any use of the Website be interpreted as doing so. You may not claim ownership or rights to our content.
5.3. Except where explicitly allowed by these Terms, you must not copy, reproduce, distribute, alter, publish, or exploit any of the Website’s content. Where reproduction is permitted, appropriate credits and copyright notices must be maintained.
5.4. You may download or print content from the Website for personal use only and solely for the purpose of using the Website and its services. In some cases, where clearly permitted on the Website, you may share extracts with your customers solely to promote our products. In all cases, no intellectual property rights are transferred to you.
5.5. Unless explicitly authorised, you are not permitted to use the Website’s content for any commercial activity.
5.6. You must not remove or obscure any copyright, trade mark, or proprietary notices present in any Website content or downloadable materials.
5.7. If you breach these Terms, your right to use the content will end immediately, and you must return or destroy any copies at our request.
5.8. Some content on the Website may include trade marks, logos, or service marks belonging to Bathroomic or its affiliates (“Devices”). These Devices are our exclusive property and may not be used without prior written consent. Any third-party trade marks appearing on the Website remain the property of their respective owners and may not be used without their consent.

6. User Generated Content
6.1. Certain features of this Website may allow you to upload, publish, customise, or save content such as text, images, designs, or other materials (“User Content”). You are solely responsible for ensuring that you hold all necessary rights, licences, and permissions for any User Content you submit. We are not liable for the use or publication of content that was not created or provided by us. We reserve the right to edit, remove, or disable access to any User Content that we consider to be in breach of these Terms or for any other reason, at our discretion.
6.2. All User Content submitted via the Website will be treated as non-confidential and non-proprietary. By submitting content, you grant us an unrestricted, royalty-free, transferable licence to use, reproduce, store, share, distribute, and disclose the content to third parties. We also reserve the right to disclose your identity to any third party alleging that the content you submitted infringes their rights, including intellectual property rights or rights to privacy.
6.3. Any opinions, views, or comments expressed by other users on this Website are solely theirs and do not reflect our views or values.
6.4. Any designs, concepts, plans, or similar materials you create through this Website (or another linked website we operate) will be owned exclusively by us. You may only use such materials in connection with a quotation or order placed with us. You hereby assign to us all rights, title, and interest in those materials, including intellectual property rights, and agree to sign any documentation necessary (at our reasonable cost) to formalise that assignment. You also waive any moral rights you may have in relation to those materials.

7. Accuracy of Information
7.1. Although we aim to update this Website regularly, we are under no obligation to do so. The content on the Website may be outdated at any time. The information provided is not intended as professional advice or to be relied upon as authoritative. We make no guarantees about the completeness, reliability, or accuracy of any content. To the fullest extent permitted by law, we accept no liability for any loss or damage resulting from reliance on any content found on or via this Website.

8. External Links
8.1. We are a subsidiary of Ebla-UK Ltd. You may occasionally find links to other Ebla-UK Ltd entity websites on our Website. Use of those websites is governed by their own terms and conditions.
8.2. We may also provide links to third-party websites. These links are offered purely for your convenience and information. We do not control the content of these external sites and accept no liability for them or for any damages or losses arising from your use of them. The presence of a link does not imply any endorsement or association with the linked site’s content or operator.
8.3. You must not link to any page of this Website from another site without our prior written approval and any agreement we may require. We disclaim responsibility for any websites linking to this Website without our permission.

9. Limitation of Liability
9.1. While we hope you find the Website useful, we disclaim all warranties, representations, and liabilities, whether express or implied, to the fullest extent permitted by law. We do not accept liability for any losses or damages arising out of your use of the Website or its content, except where otherwise stated in a separate agreement or offered at our discretion.
9.2. Without limiting the above, we will not be liable for:
9.2.1. any loss of data, income, revenue, business, opportunity, or profits;
9.2.2. any business interruption, reputational damage, or contractual losses; or
9.2.3. any indirect or consequential losses, whether caused by tort (including negligence), contract breach, or statutory duty.
9.3. You agree to indemnify and hold us harmless against all claims, costs, losses, damages, and expenses resulting from your use of this Website or any misuse by a person using your login credentials. We are not responsible for delays or failure to perform due to circumstances beyond our control. We do not guarantee the suitability or accuracy of any design tools or design outputs on this Website. You should ensure, either directly or through a qualified installer, that any products or services purchased based on these designs are fit for your intended purpose. We recommend arranging a professional survey before relying on such materials.
9.4. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded under applicable law.

10. Contact Information
10.1. If you need to contact us or raise a complaint, please use the details provided on the Website’s “Contact Us” page. Formal legal notices should be addressed to the Company Director of Ebla-UK Ltd and sent to the postal address listed in Clause 2.1 of these Terms.

11. General Provisions
11.1. Our failure to exercise any right or enforce any provision in these Terms does not constitute a waiver of such right or provision.
11.2. If any term (or part thereof) in these Terms is held to be unlawful or unenforceable, that part shall be severed, and the rest of the Terms shall remain valid and in effect.
11.3. You may not assign, transfer, or otherwise dispose of your rights or obligations under these Terms without our written consent.
11.4. No person other than you and us has any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of these Terms.
11.5. These Terms are governed by and interpreted in accordance with the laws of England. You and we agree that any disputes arising from these Terms or your use of the Website shall be exclusively handled by the courts of England.

Terms and Conditions of Sale

12. Terms and Conditions of Sale
12.1. This document sets out the legal terms that apply when you purchase any of our products—whether from our online store or physical branches. By placing an order, you confirm that you have read, understood, and accepted these conditions. These terms are designed to protect both you and us and do not affect your consumer rights under UK law.

13. Definitions
13.1. In these terms, the following expressions shall have the meanings set out below:
13.1.1. Conditions – Refers to the terms and conditions described in this document.
13.1.2. Contract – The legally enforceable agreement between you and Bathroomic for the purchase of goods, incorporating these Conditions.
13.1.3. Special Order Items – Products that are not part of our standard stock and are requested specifically for you from a third-party supplier. These items will be marked on your order confirmation.
13.1.4. Delivery Location – The address where the goods are to be delivered, which must be located within England, Wales, Scotland, or Northern Ireland.
13.1.5. Head Office – Our main office located at Unit 6 Wedgwood Gate, Stevenage, SG1 4SU.
13.1.6. Made to Order – Items that are custom-built, altered, or specifically tailored to your request.
13.1.7. We / Us / Our – Refers to Bathroomic, trading under Ebla-UK Ltd, a company registered in England & Wales (Company No. 10554629, VAT No. GB 259053201), with the registered office at Unit 6 Wedgwood Gate, Stevenage, SG1 4SU.
13.1.8. You / Your – Refers to the customer making a purchase.

14. Pricing and Payment
14.1. All listed prices are inclusive of VAT, unless stated otherwise.
14.2. We reserve the right to revise prices at any time. However, confirmed and paid orders will not be affected by future price changes.
14.3. Orders placed in-store must be paid for in full at the time of ordering.
14.4. Special Order Items, items bought at exhibitions, and clearance or ex-display goods must be paid in full at the point of sale.

15. Delivery
15.1. Delivery timelines are provided in good faith but may vary due to unforeseen circumstances.
15.2. If your property has restricted access, this must be disclosed when arranging delivery—either online or in-store.
15.2.1. Our standard delivery service is kerbside only. Drivers are not authorised to bring goods inside your home. Should you permit a driver to enter your property, this is at your own risk. We are not responsible for any damage that may occur.
15.2.2. Standard delivery involves offloading goods at the kerbside. Someone physically capable must be present to receive, move, and sign for the delivery.
15.3. Occasionally, delivery charges may exceed the initial estimate due to item weight, destination, distance from the warehouse, or requests to split deliveries. In such cases, additional charges must be paid before dispatch.
15.4. If any packaging appears damaged upon arrival, this must be noted on the delivery document before signing. We will submit a claim with the courier, and once responsibility is confirmed, a replacement will be arranged. You may also refuse delivery if the goods show visible damage.
15.4.1. It is your responsibility to confirm whether any items are missing from the delivery. Missing items must be reported within 48 hours of receipt.
15.5. If delivery cannot be completed due to access restrictions or if no one is available to accept the delivery, a redelivery charge will apply. We cannot refund delivery fees if the delivery fails or is cancelled while out for delivery.
15.6. If collecting items from our depot, you must verify that the full order has been received and inspect for damage before leaving.
15.7. We advise scheduling delivery at least five days prior to installation. This allows sufficient time to check all items for accuracy and condition, and for any issues to be resolved. We are not liable for installation delays caused by unverified or late deliveries.
15.8. To qualify for next-day delivery, orders must be placed before 11:00 AM.
15.8.1. Next-day delivery may not be available for wall panels, worktops, plinths, or tile trims.
15.8.2. As third-party couriers handle next-day deliveries, we cannot guarantee arrival times and delays may occur.

16. Your Right to Cancel
16.1. If you place an order online or by phone, you have the right to cancel within 14 days from the day after you receive the goods. Notification must be made by email or by calling us.
16.2. Items must be returned to our depot.
16.3. All returned goods must reach us within 14 days of return confirmation.
16.4. Cancellations made within 48 hours of the delivery date may incur a fee.
16.5. Bespoke or Made to Order products are excluded from cancellation rights (see clause 18.2).
16.6. We reserve the right to cancel your order at any time for any reason, and you will be informed as soon as reasonably possible.
16.7. Refunds will be processed within 14 days of receiving and inspecting returned goods. Reimbursements will be issued to the original payment method.

17. Returns Policy
17.1. Customers have up to 30 days to return unwanted items (see clause 18 for exclusions).
17.2. Items must be returned in their original packaging and in a resaleable condition.
17.3. Returns should be made to our depot.
17.4. For hygiene and safety reasons, we cannot accept returns of opened shower enclosures, shower doors, or bath panels unless they are proven to be faulty.
17.5. Full refunds will be issued for returned items, minus any original delivery or return shipping charges.
17.6. Once a return is accepted, you have 14 days to return the goods to us.
17.7. Returned goods must be unused, uninstalled, in their original packaging, and in saleable condition.
17.8. You are responsible for arranging the return and covering all associated costs. Should items be damaged in return transit, it is your responsibility to file a claim with your chosen courier.

18. Damaged, Missing, or Faulty Goods
18.1. Customers have a 48-hour window from the day after delivery to inspect all items for visible damage or missing components.
18.1.1. Any missing items or incorrectly supplied goods must be reported to us within this 48-hour period.
18.1.2. Visible damage to the product or its packaging must also be reported within the same timeframe. We strongly recommend taking photos upon delivery as supporting evidence—this can help speed up any claims for replacements.
18.2. We may request photographs or physical inspection of any reported faults or damages before confirming a return, refund, or exchange.
18.3. Once a product is confirmed to be faulty or damaged, we will contact you to arrange for collection, return, or safe disposal of the item. Please do not dispose of anything without receiving written permission from us.
18.4. If you are asked to return a product for assessment, please retain your postage receipt. If the item is found to be faulty, the postage cost can be reimbursed.
18.5. Items returned to our depot will be inspected before any refund is processed.
18.6. Replacement items will be shipped via our standard delivery method at no extra cost.
18.7. Beginning the installation of a product is taken as your acceptance that the item is in satisfactory condition and free of visible faults.
18.8. Any missing parts must be reported within 30 days of delivery and prior to installation. If a report is made after fitting, we will assume the parts were lost after delivery.
18.9. We are not liable for any product faults resulting from poor care, misuse, or lack of maintenance. For best results, please follow the maintenance guidance provided.

19. Items Not Eligible for Return
19.1. The following items are excluded from our standard 30-day return policy:
19.1.1. Tiles
19.1.2. Special Order Items
19.1.3. Perishable items (e.g., adhesives, grouts)
19.2. Customised or Made to Order products cannot be cancelled or returned once confirmed.
19.2.1. These include specially manufactured items such as Whirlpool Spa Baths, custom-painted baths, plated finishes, Stone Earth products, or bespoke wall panels.
19.3. Special Order Items refer to products not listed in our brochures or those clearly marked as such during the ordering process.
19.3.1. These items will be labelled with a (s) or (*) on your order confirmation.
19.3.2. Special Order Items may only be cancelled within 24 hours of order confirmation.
19.3.3. If approved for return, these items will be subject to a restocking fee and any applicable return costs.
19.4. Perishable goods are defined as items that deteriorate over time or due to improper storage—such as grout or adhesive. If returned, they may be refused if not stored properly or expired.
19.5. Spare tiles that are no longer needed after purchase in-store are non-returnable.

20. Ordering Tiles
20.1. We are not responsible for incorrect tile quantities ordered. Please ensure your measurements are accurate before confirming your purchase.
20.2. We cannot guarantee batch matching for tiles ordered at different times.
20.3. Slight differences in tile dimensions may occur due to natural variation. All tiles sold by us comply with BS standards regarding tolerance. Only tiles that fall outside of these tolerances may be eligible for return.
20.4. A small number of damaged tiles in transit is not uncommon. These can often be used for cuts. However, if you receive a significant number of broken tiles, please contact our support team to arrange replacements.
20.5. Always verify that the correct tiles have been delivered before installation. Post-installation complaints regarding incorrect tiles will not be accepted.

21. Liability and Indemnity
21.1. Responsibility for the goods passes to the customer upon successful delivery or collection.
21.2. We are not responsible for any damage to the goods or property resulting from installation or use, including damage to flooring or accidental mishandling.
21.3. Damage caused by incorrect or unqualified installation will not be covered. Using unlicensed tradespeople may also void any warranties.
21.4. It is essential that a qualified plumber ensures all products are compatible with your water system, especially in relation to water pressure.
21.5. The customer is responsible for verifying the qualifications and reliability of any installer they hire.
21.6. Due to natural variation, differences in colour and grain should be expected with materials such as wood. Likewise, lighting can affect the appearance of ceramic and acrylic products. Please verify all finishes before installation.
21.7. All electrical items must be fitted by certified electricians. Failing to do so will void the warranty.
21.8. We are not responsible for disputes that may arise between customers and their contractors or installers.
21.9. For second-hand or ex-display goods, you may report faults within six months, provided they were not disclosed at the time of purchase.
21.10. Any CAD drawings we provide are for illustrative purposes only. You must verify the dimensions and layout with your installer before ordering or fitting any products.
21.11. If you opt for our home measurement service, it is your responsibility to review all details with your installer—especially where pipes, wiring, or other factors may affect the design. Let us know of any changes before delivery. We are not liable for delays caused by incorrect measurements or design assumptions.

22. Guarantee Policy
22.1. All goods purchased directly from Bathroomic are covered by a product guarantee for domestic use, protecting against structural faults in materials or manufacturing.
22.2. No registration is necessary—guarantees are automatically applied. To make a claim, please email or write to our address (see Clause 13.1.7) with your proof of purchase or order number.
22.3. If a product fault is confirmed to fall under the guarantee, we will provide full instructions on how to proceed.
22.4. We may choose to replace the item in full or in part, depending on the situation.
22.5. If the original item is no longer available, we will supply the closest equivalent of equal or greater value.
22.6. If a returned item is found not to be faulty, we reserve the right to charge for the replacement and associated costs.
22.7. The guarantee does not cover:
22.7.1. Commercial or non-domestic use
22.7.2. Incorrect installation or misuse
22.7.3. Plumbing issues or non-compliance with regulations
22.7.4. Wear and tear (e.g., seals and moving parts)
22.7.5. Non-structural parts
22.7.6. Negligence or improper maintenance
22.7.7. Electrical faults
22.7.8. Items installed outside the UK

23. Privacy and Data Use
23.1. We collect and use your personal data to fulfil our contractual obligations and process payments. With your consent, we may also inform you of our latest offers or services. You may opt out at any time in writing. We are committed to protecting your personal data and ensuring it is kept secure and confidential. You are responsible for providing accurate and up-to-date information.

24. Legal Jurisdiction and Complaints
24.1. These terms and the contract between us are governed by the laws of England and Wales.
24.2. Any disputes may be brought before the courts of England and Wales, or, if applicable, the courts of Scotland or Northern Ireland.
24.3. You may also have access to alternative dispute resolution schemes.

Promotional Discounts & Promo Codes

25. Promotional Discounts & Promo Codes
25.1. Prices shown in Bathroomic brochures reflect Recommended Retail Prices (RRP) based on typical high street pricing comparisons.
25.2. “Our Price” refers to our regular discounted pricing from the RRP, which is separate from promotional or sale offers.
25.3. Any additional discount or promotional code applied will be deducted from “Our Price.”
25.4. Promotional discounts and voucher codes apply exclusively to Bathroomic products. They do not apply to branded third-party items, Special Order Items, products listed in the Sale section of our website, or installation services.

26. Returns & Exchanges
26.1. Our standard return policy applies to all purchases under this promotion.

27. General Conditions
27.1. This offer cannot be combined with any other discounts or promotions.
27.2. We reserve the right to modify or cancel the promotion without prior notice.
27.3. All promotions are issued at the company’s discretion and may be withdrawn at any time.

Competition Voucher Terms

28. Competition Voucher Terms
28.1. Standard return policies apply to items purchased using competition vouchers.

29. General Terms
29.1. This promotion cannot be used alongside other offers or promotions.
29.2. We reserve the right to change or discontinue this offer at any time.
29.3. All voucher-based promotions are subject to management discretion.

Business to Business (B2B) Trade Sales

30. Business to Business (B2B) Trade Sales
30.1. These terms apply exclusively to trade transactions conducted between Bathroomic (Ebla-UK Ltd) and trade professional or commercial clients. They do not affect the rights of consumer customers.

31. Definitions
31.1. Business Day: A working day in England (excluding weekends and public holidays).
31.2. Company: Ebla-UK Ltd trading as Bathroomic.
31.3. Conditions: These Terms and Conditions.
31.4. Customer: The trade client or business purchasing goods.
31.5. Contract: The agreement formed between the Company and the Customer once an order is accepted.
31.6. Force Majeure Event: An event outside of reasonable control that may affect performance.
31.7. Goods: All items or materials forming part of the contract.
31.8. Specification: The agreed product requirements or drawings shared between both parties.

32. Formation of Contract
32.1. These terms exclusively govern all trade contracts, superseding any other terms proposed by the Customer.
32.2. Any amendments to these terms must be approved in writing by a director of the Company.
32.3. An order placed by the Customer constitutes an offer to purchase goods under these Conditions. Acceptance occurs only when the Company confirms in writing.
32.4. The Customer affirms that its representatives are authorised to enter into a binding contract.
32.5. The Customer is solely responsible for ensuring order accuracy, including specifications.
32.6. Upon written confirmation from the Company, a contract is formed.
32.7. Any conflicting terms on the Customer’s documents will be disregarded.
32.8. The Company may adjust the product specification to comply with legal or regulatory obligations.

33. Estimates & Quotations
33.1. All quotes and estimates remain valid for 30 days unless stated otherwise.
33.2. The Customer is responsible for verifying required quantities, even if a quote has been provided.
33.3. Any quote is for informational purposes and does not constitute a binding offer.
33.4. The Company may make minor alterations or substitutions to products, provided they do not significantly impact quality or performance.

34. Returns & Order Cancellations
34.1. If the Customer wishes to return goods or cancel an order, the Company may permit this at its discretion. A restocking and handling fee of 25% of the product value will apply.
34.2. Orders for custom or non-stock items (“Specials”) cannot be cancelled or returned once accepted.

35. Pricing
35.1. Prices provided in a quotation are valid for 30 days. If expired, the trade price at the time of delivery will apply.
35.2. The Company may increase prices up to 7 days before delivery if costs rise due to factors beyond its control (e.g., currency shifts, taxes, materials). Customers may cancel within 3 days if they object to the revised price.
35.3. All prices are inclusive of VAT and delivery charges unless stated otherwise.
35.4. If a Customer changes an order from collection to delivery, additional delivery and admin fees will apply.

36. Accounts and Payments
36.1. The Company may, at its sole discretion, open credit accounts for customers, subject to satisfactory credit checks. Unless otherwise agreed in writing, payment for goods purchased on credit must be made no later than the last calendar day of the month following the month of delivery. In cases involving specially ordered goods (“Specials”), the Company may instead apply the payment terms outlined in clause 36.2.
36.2. For non-credit customers (those without an active credit account or whose account has been suspended or revoked as outlined in clause 36.7), and for Specials or other non-standard transactions as defined by the Company, full payment is required either upon order confirmation or no later than the delivery date, upon receipt of the Company’s invoice.
36.3. A payment is not considered complete until the Company has received the full amount in cleared funds. Payment deadlines are strictly enforced. All outstanding amounts under any agreement with the Company become immediately payable if the contract is terminated in accordance with clause 42.1, or if terminated by any other means.
36.4. Any billing disputes must be reported by the customer within 21 days from the invoice date. If no dispute is raised within this period, the invoice will be deemed accepted.
36.5. In the event of late payment, the Company reserves the right to charge interest on any overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, or at its discretion, apply interest at 8% above the Bank of England’s base rate, calculated from the due date until payment is made, whether before or after legal judgment.
36.6. Customers shall reimburse the Company for all costs incurred in recovering overdue payments, including legal fees, administrative charges, and third-party collection agency costs.
36.7. The Company reserves the right to suspend or cancel a customer’s credit account at any time by written notice, especially if additional financial security is deemed necessary. The Company may continue trading on a prepayment basis under clause 36.2 until such security is provided and conditions are met.
36.8. Credit limits are adjustable at the sole discretion of the Company without prior notice. The Company may also supply goods beyond the agreed credit limit.
36.9. The Company may initiate full recovery of any outstanding balances, regardless of whether the credit limit has been exceeded.
36.10. When multiple invoices are due, the Company reserves the right to allocate incoming payments to any outstanding invoice, even if the customer specifies otherwise.
36.11. The Customer must notify the Company in writing—acknowledged upon receipt—of any changes in ownership, structure, or if it intends to merge or incorporate. The Company reserves the right to reassess or cancel credit terms based on these changes.
36.12. If a cheque is returned unpaid, the Company may charge the Customer for any resulting costs. If payment is made by credit card, applicable surcharges may be added as per the Company’s prevailing rate.
36.13. All obligations under this clause remain enforceable even after termination of the contract.

37. Delivery and Dispatch
37.1. Delivery will be fulfilled either:
37.1.1. by the Customer collecting the goods from the Company’s premises after receiving notification that the goods are ready, or
37.1.2. by the Company delivering to an agreed location (“Delivery Location”) once the Customer is notified of readiness.
37.2. The risk of loss or damage transfers to the Customer:
37.2.1. at the point of collection for goods picked up from the Company’s premises;
37.2.2. upon delivery at the Delivery Location; or
37.2.3. if the Customer fails to accept delivery, at the moment the Company attempts to deliver.
37.3. For deliveries to the Delivery Location:
37.3.1. The Company bears no responsibility for transit damage unless notified in writing within 7 days of delivery;
37.3.2. The Customer must ensure suitable access and provide all necessary personnel and equipment;
37.3.3. The Company may charge for failed delivery attempts;
37.3.4. Delivery is deemed complete upon unloading at the agreed or nearest safe location.
37.4. Delivery times and dates are estimates only. Delays do not entitle the Customer to cancel the contract or refuse goods.
37.5. If the Customer does not accept delivery or fails to provide sufficient delivery instructions, the Company may:
37.5.1. store the goods and charge for storage and insurance, or
37.5.2. sell the goods and deduct reasonable expenses before refunding or charging any balance.
37.6. Each delivery instalment is treated as a separate contract. Failure to deliver one does not affect the others.
37.7. Delivery records will be supplied upon request within 3 months of the delivery date. If no concern is raised within that period, delivery is presumed completed as agreed.
37.8. Claims for short delivery must be made within 2 days. The Company’s liability is limited to replacing the missing items. Marking goods as “NOT EXAMINED” does not count as written notice.
37.9. If the Company fails to deliver, its liability is limited to the cost difference of sourcing equivalent goods from the cheapest available supplier, minus the original price.
37.10. The Customer must provide accurate delivery details and necessary information to assess delivery feasibility and cost.
37.11. Any post-delivery movement or lifting of goods is the Customer’s responsibility.

38. Performance Responsibility
38.1. The Customer is solely responsible for:
38.1.1. ensuring the goods are fit for their intended use and compliant with all applicable legal, safety, and regulatory requirements;
38.1.2. preparing safe and suitable premises for delivery, installation, and use of the goods;
38.1.3. ensuring that any customer-provided equipment does not interfere with the performance or fitness of the goods.

39. Warranty
39.1. Subject to clause 39.2, the Company may choose to repair, replace, or refund the cost of any goods found to be defective due to manufacturing issues—provided that:
39.1.1. the defect is reported in writing within 7 days of delivery; and
39.1.2. the Company is given reasonable access to inspect the goods, either on-site or by return shipment if requested.
39.2. Warranty will not apply if:
39.2.1. the goods continue to be used after a defect has been reported;
39.2.2. the defect results from improper installation, use, or maintenance; or
39.2.3. the goods are modified or repaired without prior written consent.
39.3. The Company is not responsible for any costs associated with removal or reinstallation unless previously agreed in writing.
39.4. Any replaced or repaired goods remain the Company’s property.
39.5. For goods not manufactured by the Company, it will attempt to transfer the benefit of any manufacturer’s warranty to the Customer.

40. Liability
40.1. Nothing in these terms limits or excludes liability for:
40.1.1. death or injury caused by negligence;
40.1.2. fraud or fraudulent misrepresentation; or
40.1.3. breach of statutory rights under the Sale of Goods Act 1979 or Consumer Protection Act 1987.
40.2. Subject to clause 40.1, the Company’s total liability under the contract is capped at the total value of the goods supplied.
40.3. The Company shall not be liable for indirect, incidental, or consequential losses, including loss of profit, business, reputation, or savings.
40.4. The Customer agrees to indemnify the Company against any claims, losses, or liabilities resulting from the Customer’s negligence, breach, or misuse related to the contract.
40.5. These terms constitute the full scope of the Company’s obligations and exclude all other warranties or implied terms, unless legally mandated.
40.6. This agreement supersedes any previous arrangements or representations and forms the complete contract between the parties.

41. Misrepresentation
41.1. The Company accepts no liability for any representations made by its employees or agents regarding the quality, suitability, quantity, or measurements of the Goods unless such statements are confirmed in writing by the Company or are proven to be fraudulent.
41.2. Without affecting clause 41.1, while the Company strives for accuracy in its promotional and technical materials—including catalogues, brochures, and price lists—these documents are intended for general reference only. Any statements they contain do not form binding representations unless confirmed in writing and are not grounds for liability, except in cases of fraud.

42. Ownership and Risk
42.1. Responsibility for the Goods transfers to the Customer upon completion of delivery.
42.2. Legal ownership of the Goods remains with the Company until either:
42.2.1. Full payment in cleared funds is received for the Goods and all outstanding amounts owed to the Company by the Customer, at which point ownership passes; or
42.2.2. The Customer resells the Goods, in which case ownership transfers immediately before the resale occurs.
42.3. Until ownership passes, the Customer must:
42.3.1. Store the Goods separately and clearly mark them as Company property;
42.3.2. Avoid altering or obscuring any serial numbers, marks, or packaging;
42.3.3. Maintain the Goods in good condition and insure them at their full value, providing proof of insurance upon request;
42.3.4. Notify the Company immediately if any insolvency-related events under clause 43.2 occur or if the Goods are to be used as security; and
42.3.5. Provide the Company with information about the Goods as requested.
42.4. The Customer may resell or use the Goods in the normal course of business before paying for them, provided:
42.4.1. They act as a principal (not as the Company’s agent); and
42.4.2. Ownership transfers immediately before the resale takes place.
42.5. If the Customer becomes subject to an insolvency event under clause 43.2 before ownership passes:
42.5.1. Their right to resell or use the Goods ends immediately; and
42.5.2. The Company may demand return of any Goods not resold or integrated into other products, and enter the Customer’s or a third party’s premises to reclaim them.

43. Measurements and Weight
43.1. Any dimensions or measurements provided by the Company or manufacturers are subject to standard tolerances in accordance with British Standards.
43.2. The Company may deliver up to 10% more or less than the ordered quantity in terms of weight or volume without liability. In such cases, the invoice amount may be adjusted accordingly.

44. Pallets and Packaging
44.1. The Company may charge for packaging based on time and materials. Charges for reusable items like pallets or crates will be credited if returned in good condition, freight paid, within 28 days. Disposable items, such as polythene sacks, are non-returnable.
44.2. The Customer is solely responsible for disposing of any packaging or waste from the Goods in accordance with all applicable environmental laws and regulations.

45. Force Majeure
45.1. The Company is not liable for any delay or failure to deliver if caused by events beyond its reasonable control, including but not limited to natural disasters, government actions, war, strikes, transport issues, supply shortages, or pandemics. In such cases, the Company may cancel or reduce orders or delay delivery without penalty.

46. Termination and Customer Default
46.1. The Company may, without limiting its rights, suspend delivery or terminate the Contract immediately by written notice if:
46.1.1. The Customer becomes insolvent;
46.1.2. Any payment is overdue; or
46.1.3. The Customer seriously breaches any contract term and fails to correct it within 7 days of written notice.
46.2. “Insolvent” includes but is not limited to the inability to pay debts, seizure of assets, appointment of a receiver or administrator, winding-up procedures, or any restructuring that jeopardizes the Customer’s ability to fulfil contractual obligations.
46.3. Upon termination:
46.3.1. The Company may stop further deliveries; and
46.3.2. Demand immediate payment of all sums due, including those not yet overdue.

47. Intellectual Property
47.1. The Company does not guarantee that the Goods do not infringe upon any third-party intellectual property rights, including patents or trade marks.
47.2. The Customer agrees to fully indemnify the Company against any losses, claims, or legal costs arising from the use of designs or specifications supplied by the Customer which may infringe third-party rights. This clause remains in effect after the Contract ends.

48. Notices
48.1. Any written notice under this Contract must be sent by first-class post to the recipient’s main business address or last known address. Notices are deemed received 48 hours after posting. Email notices are not valid.

49. Disputes and Set-Off
49.1. The Customer must fulfil all contractual obligations before making any claims against the Company. Payment must not be delayed or withheld, and the Customer may not use set-off rights under any circumstances.

50. Waiver
50.1. A delay or failure to enforce any contractual right or remedy does not constitute a waiver of that right. Partial or single enforcement does not prevent further action on the same or other rights.

51. Health and Safety
51.1. Some Goods may pose risks if misused. The Company provides relevant safety information, and the Customer must ensure that its employees, agents, and clients use the Goods safely, following all instructions and applicable safety regulations.

52. Severability
52.1. If any clause or part of a clause is found to be invalid or unenforceable, it will be modified to the extent necessary to make it enforceable. If this is not possible, it will be removed, and the rest of the Contract will remain valid.

53. Headings
53.1. Section titles are for convenience only and do not affect the meaning or interpretation of the terms.

54. Governing Law and Jurisdiction
54.1. This Contract and any related disputes are governed by the laws of England and Wales.
54.2. Unless otherwise stated in clause 54.3, all disputes shall fall under the exclusive jurisdiction of the courts of England and Wales.
54.3. However, the Company may choose to apply Scottish law and/or refer disputes to Scottish courts at the time of order acceptance.

55. Credit Reference and Monitoring
55.1. The Company reserves the right to conduct credit checks using registered Credit Reference Agencies. These agencies may retain records of such searches and share this data with the Company and other organisations. In certain cases, personal credit reports on key directors may also be reviewed.
55.2. Customer data may also be shared with trusted third parties for the purpose of account creation, credit assessment, or ongoing account administration. The Company may repeat credit checks during the course of the business relationship and retain records accordingly.
55.3. Additionally, the Company may track the Customer’s payment and trading history. This information may be disclosed to Credit Reference Agencies for use in assessing future credit applications and fraud prevention. Other businesses may also access this shared data.

56. Assignment
56.1. The Customer is not permitted to assign, transfer, mortgage, charge, subcontract, or otherwise deal with any part of its rights or obligations under the Contract without prior written approval from the Company.
56.2. The Company retains full discretion to assign, transfer, mortgage, charge, subcontract, or otherwise deal with its rights or obligations, either in full or in part, under the Contract.

57. Rights of Third Parties
57.1. No person or entity other than the parties to this Contract (or their authorised successors and assigns) shall have any legal right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

58. Data Privacy
58.1. Any personal data shared by the Customer will be handled in line with the Company’s Privacy Policy. The current version of this policy is available on the Company’s website or upon written request to the Compliance Officer at EBLA-UK LTD Head Office.

59. Standard Guarantee Terms
59.1. These terms apply when an individual or individuals (referred to as the “Guarantor”) agree to provide a guarantee in favour of the Company.
59.2. “Guaranteed Obligations” include all financial commitments, liabilities, and debts owed by the Customer to the Company at any time, whether arising now or in the future, including under any agreed credit facilities or increases in credit limits.
59.3. This Guarantee shall remain in force continuously and applies to all sums owed to the Company by the Customer at any given time.
59.4. The Guarantor’s obligations shall not be diminished or voided by any act or omission, nor by any legal event, that would not have discharged a primary obligor. The Guarantor’s liability can only be released through an express written deed of release issued by the Company.
59.5. The Company is not required to pursue the Customer or any other party before seeking enforcement of the Guarantee against the Guarantor.
59.6. This Guarantee operates independently and in addition to any other securities, remedies, or judgments held by the Company in relation to the Guaranteed Obligations. It shall not be impacted by, nor merged with, any such other instruments or rights.
59.7. The Guarantor may terminate this Guarantee by providing three (3) months’ written notice to the Company.
59.8. Even after valid notice of termination, the Guarantor remains liable for:
59.8.1. Any sums due on or before the termination date; and
59.8.2. Any amounts arising under obligations undertaken by the Company prior to the termination date, including those that may fall due afterwards.
59.9. As a primary obligor and independently of any other obligations, the Guarantor agrees to fully indemnify the Company (including its successors and assignees) for any losses, liabilities, legal costs, damages, or expenses incurred due to the Guaranteed Obligations becoming uncollectible for any reason, or the failure of the Customer to fulfil such obligations.
59.10. The Company (and any successors or assignees) has the unrestricted right to assign, transfer, or otherwise dispose of its rights under this Guarantee at any time.