Terms and Conditions

The Customer's attention is drawn in particular to the provisions of clause 9.

1. Definitions and interpretation

1.1 In these Conditions the following definitions will apply.

ARNO: ARNO Bathrooms Limited (company number 13949788).

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Contract: the contract between ARNO and the Customer for the sale and purchase of the Goods, consisting of the Quotation (including the Order and these Conditions) and ARNO’s acceptance of the Order.

Customer: the person or firm who purchases the Goods from ARNO.

Delivery Location: has the meaning given in clause 5.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of ARNO's Quotation.

Price: means the price of the Goods set out in the Quotation or otherwise determined in accordance with these Conditions.

Specification: any specification for the Goods, including any related itemised list of the Goods, plans and drawings, that is/are contained in the Quotation or as may be agreed in writing by the Customer and ARNO.

1.2 In these Conditions the following rules of interpretation will apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative

provision includes all subordinate legislation made under that legislation or legislative provision.

(c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(d) A reference to writing or written includes email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.4 Any drawings and designs contained within the Quotation are generic and not to scale. The Customer is responsible for ensuring that such drawings and designs meet its requirements.

2.5 The Order shall only be deemed to be accepted when ARNO issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.7 Any samples, drawings, descriptive matter or advertising produced by ARNO and any descriptions or illustrations contained in ARNO's catalogues, brochures, website or marketing materials are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.8 Any Quotation given by ARNO:

(a) shall not constitute an offer;

(b) shall only be valid for a period of 30 days from its date of issue; and

2.9 Following ARNO’s written confirmation of the Order, if the Customer requests any change to the Specification, design, quantity of Goods and/or delivery date(s), that change shall be subject to ARNO’s written agreement, which may be conditional on an adjustment to the Price and the Customer indemnifying ARNO in relation to any liabilities incurred by ARNO as a result of the change (e.g. if ARNO incurs liability to its suppliers as a result of reducing the quantity of Goods required as a result of the Customer’s change to its Order).

3. Obligations of the Customer

3.1 The Customer must:

(a) ensure that the terms of the Order, and any information it provides in the Specification or Quotation, are complete and accurate;

(b) take all reasonable steps to ensure that the Delivery Location is suitable for receipt of the Goods, in particular in relation to access and health and safety issues;

(d) comply with any additional obligations as set out in the Specification or Quotation.

3.2 If ARNO is prevented or delayed from performing any of its obligations under the Contract due to any act or omission of the Customer (including the Customer’s failure to perform any relevant obligation) (Customer Default):

(a) without affecting ARNO’s other rights or remedies, ARNO may suspend performance of its obligations under the Contract until the Customer remedies the Customer Default, and may rely on the Customer Default to relieve ARNO from the performance of any of its obligations, in each case to the extent the Customer Default prevents or delays ARNO’s performance of any of its obligations;

(b) ARNO shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from ARNO’s failure or delay to perform any of its obligations as set out in this clause 3.2; and

(c) the Customer shall reimburse ARNO on written demand for any costs or losses sustained or incurred by ARNO arising directly or indirectly from the Customer Default.

4. Goods

4.1 The Goods are described in the Quotation or the Specification.

4.2 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify ARNO against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by ARNO in connection with any claim made against ARNO for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with ARNO's use of that specification. This clause 4.2 shall survive termination of the Contract.

4.3 ARNO may amend the Specification if required by any applicable statutory or regulatory requirement, and ARNO shall notify the Customer in any such event.

5. Delivery

5.1 ARNO shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the details of the Goods supplied.

5.2 ARNO shall deliver (or shall arrange the delivery of) the Goods to the location set out in the Quotation or such other location as the parties may agree in writing (Delivery Location) at any time after ARNO notifies the Customer that the Goods are ready. Alternatively, the parties may agree in the Quotation or otherwise for the Customer to collect the Goods from the Delivery Location within three Business Days of ARNO notifying the Customer that the Goods are ready.

5.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location or as near to the Delivery Location as is reasonably possible given the nature of the route to access the Delivery Location, the size of the delivery vehicle and health and safety requirements. ARNO may refuse to deliver to any Delivery Location which, in the reasonable discretion of the delivery driver, is considered to be unsuitable and/or unsafe.

5.4 The Customer must notify ARNO well in advance of the delivery date if the Delivery Location is above the ground floor. For any such delivery the Customer will supply the necessary labour and suitable mechanical lifting equipment to make the delivery.

5.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. ARNO shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide ARNO with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If ARNO fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods. ARNO shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide ARNO with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.7 If the Customer fails to take delivery of the Goods within three Business Days of ARNO notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or ARNO's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which ARNO notified the Customer that the Goods were ready; and

(b) ARNO shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

5.8 If ten Business Days after the day on which ARNO notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, unless otherwise agreed between the parties, ARNO may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the Price of the Goods or charge the Customer for any shortfall below the Price of the Goods.

5.9 ARNO may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.10 It is the Customer’s responsibility to ensure that the quantities of Goods delivered, correspond with the Order. The Customer must give ARNO written notification, within 48 hours of the time of delivery, of any shortages in the quantity of the Goods. Any subsequent claims for a shortage in the quantity of the Goods shall not be accepted by ARNO.

5.11 Any damage to the Goods, which the Customer believes has occurred in transit, must be notified to ARNO in writing within 48 hours of the completion of delivery. All claims outside of this time for damage to Goods arising in transit will not be accepted by ARNO.

6. Quality

6.1 ARNO warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

(a) conform in all material respects with any applicable Specification;

(b) be free from material defects in design, material and workmanship; and

6.2 Subject to clause 6.3, if:

(a) the Customer gives notice in writing to ARNO during the Warranty Period and within a reasonable time of discovery that some or all of theGoods do not comply with the warranty in clause 6.1;

(b) ARNO is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by ARNO) returns such Goods to ARNO's place of business at the Customer's cost, ARNO shall, at its option, repair or replace the defective Goods, or refund the Price of the defective Goods in full.

6.3 ARNO shall not be liable for the Goods' failure to comply with the warranty in clause 6.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;

(b) the defect arises because the Customer failed to follow ARNO's and/or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the Customer alters or repairs such Goods without the written consent of ARNO;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4 Except as provided in this clause 6, ARNO shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.6 These Conditions shall apply to any repaired or replacement Goods supplied by ARNO.

7. Ownership and risk

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Ownership of the Goods shall not pass to the Customer until ARNO receives payment in full for the Goods and any other goods that ARNO has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.3 Until ownership of the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ARNO's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery; and

(d) notify ARNO immediately if it becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d).

7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before ARNO receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as ARNO’s agent; and

(b) title to the Goods shall pass from ARNO to the Customer immediately before the time at which resale by the Customer occurs.

7.5 At any time before ownership of the Goods passes to the Customer, ARNO may:

(a) by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Price and payment

8.1 The Price of the Goods shall be:

(a) the Price set out in the Quotation; and

(b) inclusive of all charges for packaging and transport of the Goods to the Delivery Location.

8.2 ARNO may, by giving notice to the Customer at any time before delivery, increase the Price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond ARNO's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, other manufacturing costs and transport costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give ARNO adequate or accurate information or instructions.

8.3 The Price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to ARNO at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.4 As more particularly specified in the Quotation or otherwise required by ARNO, ARNO may invoice the Customer for Price of the Goods:

(a) on or about the date of ARNO’s written acceptance of the Order and the Customer shall pay that invoice immediately on receipt of it;

(b) on or about the date of ARNO’s written acceptance of the Order and the Customer shall pay: (i) 50% immediately on receipt of the invoice; and (ii) the remaining 50% at least 7 days before the estimated date of delivery of the Goods; or

(c) on or after the date of delivery of the Goods and the Customer shall pay that invoice within 30 days of the date of the invoice.

8.5 The Customer shall make the payments referred to in clause 8.4 to a bank account nominated in writing by ARNO. Time for payment shall be of the essence of the Contract.

8.6 If the Customer fails to make a payment due to ARNO under the Contract by the due date, then, without limiting ARNO's remedies under clause 10:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time;

(b) ARNO may suspend delivery of any further Goods pending payment of the outstanding sum.

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.8 Where ARNO permits the Customer to pay with a period of credit in accordance with clause 8.4(c), that credit may be retracted at any time in ARNO’s absolute discretion. ARNO may suspend performance of any of its obligations under the Contract if the Customer’s credit rating is deemed unsatisfactory. ARNO may, at any time, change any credit period, or require immediate payment, by notice in writing to the Customer.

9. Limitation of liability

9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; and (b) fraud or fraudulent misrepresentation.

9.3 Subject to clause 9.2, ARNO's total liability to the Customer shall not exceed the total amount of the Price stated in the Quotation.

9.4 Subject to clause 9.2, the following types of loss are wholly excluded: (a) loss of profits (unless otherwise specified in these Conditions); (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss. Nothing in this clause 9.4 shall limit the obligation on the Customer to pay the Price.

9.5 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Once an Order has been accepted by ARNO, the Customer may not terminate the Contract without ARNO’s prior written consent. That consent may be conditional on the Customer indemnifying ARNO against all loss (including loss of profits) and expense arising due to that termination.

10.2 Without limiting its other rights or remedies, ARNO may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Customer being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.3 Without limiting its other rights or remedies, ARNO may suspend provision of the Goods under the Contract or any other contract between the Customer and ARNO if the Customer becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d), or ARNO reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.4 Without limiting its other rights or remedies, ARNO may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.5 On termination of the Contract for any reason the Customer shall immediately pay to ARNO all of ARNO's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, ARNO shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.6 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11. Intellectual property rights

11.1 All Intellectual Property Rights (other than Intellectual Property Rights in any materials provided by the Customer) in, or arising out of:

(a) the Goods shall belong to ARNO or its supplier or licensor; or

(b) the Specification and any designs produced by ARNO shall belong to ARNO and may not be used in any way, other than pursuant to the Contract, without ARNO’s prior written consent.

12. Force majeure

12.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days or more, either party may terminate the Contract by giving written notice to the other party.

13. Assignment and other dealings

13.1 ARNO may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

13.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of ARNO.

14. Confidentiality

14.1 Neither party shall, at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.

14.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15. Entire agreement

15.1 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

16. Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Waiver

17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 18 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Notices

19.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):

ARNO: eddie@arnobathrooms.com.

Customer: the email address of the relevant Customer contact to whom the Quotation is sent.

19.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

20. Third party rights

20.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

20.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

21. Personal data

Each party shall, in its performance of the Contract, comply with all applicable laws of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

22. Governing law and jurisdiction

22.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, (Dispute) shall be governed by and construed in accordance with the law of England.

22.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any Dispute.