Terms & Conditions
Terms & Conditions – Bathroom Builders UK
Welcome to Bathroom Builders UK. This page explains 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’ve read, understood, and accepted these conditions.
These terms are designed to protect both you and us, and they do not affect your consumer rights under UK law.
If you have any questions or need clarification on any point, please contact our customer service team at 01438 900195. We also suggest printing or saving a copy of these terms for your own records.
Product Details and Information
All product measurements listed on our website are approximate and shown in millimetres. While we aim for accuracy in every detail we publish, we recommend double-checking all specifications before purchasing or installing any item.
Images are used for reference only—actual products may differ slightly. We may occasionally update product features, pricing, or descriptions without notice.
Important: Product Inspection & Packaging
Please make sure to inspect all items within 48 hours of receiving your delivery. It’s essential to keep all original packaging in good condition for at least 30 days, as this may be required for returns or exchanges.
Delivery Information
Estimated delivery times are provided in good faith. However, unexpected delays—such as those caused by couriers or weather—can sometimes occur and are outside our control.
Delivery Types:
- Standard Delivery (Kerbside):
This option includes delivery to the outside of your property (e.g., driveway or kerb). It is your responsibility to have someone on hand to receive and move the items inside. If your address has restricted access, please notify us in advance. - Premium Two-Person Delivery:
For an additional charge, we offer a two-person team to deliver your items directly to a ground-floor room of your choice.
Next-Day Delivery Policy
If you need next-day delivery, make sure your order is placed by 11:00 AM. Please note that certain items—such as wall panels, plinths, and worktops—are excluded. While we aim to dispatch same-day, we cannot guarantee next-day arrival due to potential third-party courier delays.
Colour Accuracy
Due to differences in materials and production processes, there may be slight colour or texture variations between batches. Wood, for example, is a natural material with unique grain patterns. Lighting conditions can also affect how surfaces appear, especially with tiles, ceramics, and acrylics.
CAD Plans & Tile Estimates
Any CAD layouts or tile estimates we provide are purely for guidance. It’s essential that you or your installer double-check all quantities and dimensions prior to fitting. We cannot be held responsible for incorrect measurements or plans that weren’t validated before use.
Reporting Issues
If your order arrives damaged, incomplete, or incorrect, you must notify us in writing within two days of the delivery date. Any issues reported after this period may not be accepted, as damage may be considered to have occurred while in your care.
If you’re collecting items directly from our store, please inspect them before leaving and report any issues immediately.
Please Note
All product dimensions shown in our brochures and online are listed in millimetres. Although we strive for accuracy, these measurements are intended as general guidance only. We strongly recommend that you double-check all sizes before installation.
Bathroom Builders UK reserves the right to change product details, pricing, and specifications at any time without prior notice.
All visual content, including images in our brochures and on our website, is for illustrative purposes only and may be subject to updates or changes without notice.
1. Definitions
1.1 Within these terms, the following expressions shall have the meanings set out below:
- Conditions – Refers to the terms and conditions described in this document.
- Contract – The legally enforceable agreement between you and Bathroom Builders UK for the purchase of goods, incorporating these Conditions.
- 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.
- Delivery Location – The address where the goods are to be delivered, which must be located within England, Wales, Scotland, or Northern Ireland.
- Head Office – Our main office located at Unit 6 Wedgwood Gate, Stevenage, SG1 4SU.
- Made to Order – Items that are custom-built, altered, or specifically tailored to your request.
- We / Us / Our – Refers to Bathroom Builders UK, 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. Email: contactus@bathroombuildersuk.co.uk
- You / Your – Refers to the customer making a purchase.
2. Pricing and Payment
2.1 All listed prices are inclusive of VAT, unless stated otherwise.
2.2 We reserve the right to revise prices at any time. However, confirmed and paid orders will not be affected by future price changes.
2.3 Orders placed in-store must be paid for in full at the time of ordering.
2.4 Special Order Items, items bought at exhibitions, and clearance or ex-display goods must be paid in full at the point of sale.
3. Delivery
3.1 Delivery timelines are provided in good faith but may vary due to unforeseen circumstances.
3.2 If your property has restricted access, this must be disclosed when arranging delivery—either online or in-store.
3.2.1 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.
3.2.2 Standard delivery involves offloading goods at the kerbside. Someone physically capable must be present to receive, move, and sign for the delivery.
3.3 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.
3.4 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.
3.4.1 It is your responsibility to confirm whether any items are missing from the delivery. Missing items must be reported within 48 hours of receipt.
3.5 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.
3.6 If collecting items from one of our stores, you must verify that the full order has been received and inspect for damage before leaving.
3.7 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.
3.8 To qualify for next-day delivery, orders must be placed before 11:30 AM.
3.8.1 Next-day delivery is not available for wall panels, worktops, plinths, or tile trims.
3.8.2 As third-party couriers handle next-day deliveries, we cannot guarantee arrival times and delays may occur.
3.9 Orders exceeding 65kg in weight will incur a £65 shipping fee.
4. Your Right to Cancel
4.1 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 (contactus@bathroombuildersuk.co.uk) or by calling 01438 900195.
4.2 Items must be returned to our distribution centre. Alternatively, items may be returned to a showroom (excluding tiles; return charges apply for items over 10kg – see section 5).
4.3 All returned goods must reach us within 14 days of return confirmation.
4.4 Cancellations made within 48 hours of the delivery date may incur a fee.
4.5 Bespoke or Made to Order products are excluded from cancellation rights (see section 7.2).
4.6 We reserve the right to cancel your order at any time for any reason, and you will be informed as soon as reasonably possible.
4.7 Refunds will be processed within 14 days of receiving and inspecting returned goods. Reimbursements will be issued to the original payment method.
5. Returns Policy
5.1 Customers have up to 30 days to return unwanted items (see section 7 for exclusions).
5.2 Items must be returned in their original packaging and in a resaleable condition.
5.3 Returns should be made to our Distribution Centre. Alternatively, up to 100kg of goods (excluding large or bulky items) can be returned to the nearest showroom. Charges may apply—see 5.9.
5.4 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.
5.5 Full refunds will be issued for returned items, minus any original delivery or return shipping charges.
5.6 Once a return is accepted, you have 14 days to return the goods to us.
5.7 Returned goods must be unused, uninstalled, in their original packaging, and in saleable condition.
5.8 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.
5.9 Items over 10kg returned to our showrooms are subject to a minimum return handling fee of £20.
6. Damaged, Missing, or Faulty Goods
6.1. Customers have a 48-hour window from the day after delivery to inspect all items for visible damage or missing components.
6.1.1. Any missing items or incorrectly supplied goods must be reported to us within this 48-hour period.
6.1.2. 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.
6.2. We may request photographs or physical inspection of any reported faults or damages before confirming a return, refund, or exchange.
6.3. 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.
6.4. 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.
6.5. Items returned in-store will be inspected before any refund is processed.
6.6. Replacement items will be shipped via our standard delivery method at no extra cost.
6.7. Beginning the installation of a product is taken as your acceptance that the item is in satisfactory condition and free of visible faults.
6.8. 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.
6.9. 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.
7. Items Not Eligible for Return
7.1. The following items are excluded from our standard 30-day return policy:
- Tiles
- Special Order Items
- Perishable items (e.g., adhesives, grouts)
7.2. Customised or Made to Order products cannot be cancelled or returned once confirmed.
7.2.1. These include specially manufactured items such as Whirlpool Spa Baths, custom-painted baths, plated finishes, Stone Earth products, or bespoke wall panels.
7.3. Special Order Items refer to products not listed in our brochures or those clearly marked as such during the ordering process.
7.3.1. These items will be labelled with a (s) or (*) on your order confirmation.
7.3.2. Special Order Items may only be cancelled within 24 hours of order confirmation.
7.3.3. If approved for return, these items will be subject to a restocking fee and any applicable return costs.
7.4. 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.
7.5. Spare tiles that are no longer needed after purchase in-store are non-returnable.
8. Ordering Tiles
8.1. We are not responsible for incorrect tile quantities ordered. Please ensure your measurements are accurate before confirming your purchase.
8.2. We cannot guarantee batch matching for tiles ordered at different times.
8.3. 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.
8.4. 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.
8.5. Always verify that the correct tiles have been delivered before installation. Post-installation complaints regarding incorrect tiles will not be accepted.
9. Liability and Indemnity
9.1. Responsibility for the goods passes to the customer upon successful delivery or collection.
9.2. We are not responsible for any damage to the goods or property resulting from installation or use, including damage to flooring or accidental mishandling.
9.3. Damage caused by incorrect or unqualified installation will not be covered. Using unlicensed tradespeople may also void any warranties.
9.4. It is essential that a qualified plumber ensures all products are compatible with your water system, especially in relation to water pressure.
9.5. The customer is responsible for verifying the qualifications and reliability of any installer they hire.
9.6. 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.
9.7. All electrical items must be fitted by certified electricians. Failing to do so will void the warranty.
9.8. We are not responsible for disputes that may arise between customers and their contractors or installers.
9.9. For second-hand or ex-display goods, you may report faults within six months, provided they were not disclosed at the time of purchase.
9.10. 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.
9.11. 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.
10. Guarantee Policy
10.1. All goods purchased directly from Bathroom Builders UK are covered by a product guarantee for domestic use, protecting against structural faults in materials or manufacturing.
10.2. No registration is necessary—guarantees are automatically applied. To make a claim, please email contactus@bathroombuildersuk.co.uk or write to our address (see Section 1) with your proof of purchase or order number.
10.3. If a product fault is confirmed to fall under the guarantee, we’ll provide full instructions on how to proceed.
10.4. We may choose to replace the item in full or in part, depending on the situation.
10.5. If the original item is no longer available, we will supply the closest equivalent of equal or greater value.
10.6. If a returned item is found not to be faulty, we reserve the right to charge for the replacement and associated costs.
10.7. The guarantee does not cover:
- Commercial or non-domestic use
- Incorrect installation or misuse
- Plumbing issues or non-compliance with regulations
- Wear and tear (e.g., seals and moving parts)
- Non-structural parts
- Negligence or improper maintenance
- Electrical faults
- Items installed outside the UK or Republic of Ireland
11. Privacy and Data Use
11.1. 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.
12. Legal Jurisdiction and Complaints
12.1. These terms and the contract between us are governed by the laws of England and Wales.
12.2. Any disputes may be brought before the courts of England and Wales, or, if applicable, the courts of Scotland or Northern Ireland.
You may also have access to alternative dispute resolution schemes [insert relevant link, if available].
14. Promotional Discounts & Promo Codes
14.1. Prices shown in Bathroom Builders UK brochures reflect Recommended Retail Prices (RRP) based on typical high street pricing comparisons.
14.2. “Our Price” refers to our regular discounted pricing from the RRP, which is separate from promotional or sale offers.
14.3. Any additional discount or promotional code applied will be deducted from “Our Price.”
14.4. Promotional discounts and voucher codes apply exclusively to Bathroom Builders UK 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.
14.5. January Sale: Discounts of up to 50% are applied to Bathroom Builders UK items only. Branded items are excluded.
14.6. The January Sale discount is automatically applied to relevant items—no code is required. The displayed price already reflects the discount. Branded products remain excluded.
14.7. Free Delivery Offer: Orders over £150 qualify for free delivery automatically at checkout. No code is required. Postcode restrictions may apply.
16. Design & Install Promotion – Terms and Conditions
16.1. Offer Overview:
- Enjoy 50% off selected product lines.
- Get selected tiles for free when purchasing our ‘Design & Install’ service for bathroom and tile installation.
16.2. Eligibility Criteria:
16.2.1. The 50% discount is available only on items included in the promotional selection.
16.2.2. Free tiles are only available when purchasing the full ‘Design & Install’ service.
16.2.3. This tile offer is exclusively available in-store and cannot be redeemed online.
16.4. Availability:
16.4.1. All offers are subject to stock availability.
16.4.2. In the case of stock shortages, we reserve the right to replace items with alternatives of equal value.
16.5. Purchase Terms:
16.5.1. To qualify for free tiles, customers must purchase the installation service in-store.
16.5.2. The 50% discount may be used both online and in-store, provided items are from the promotional list.
16.5.3. Once products have been delivered, customers may no longer cancel the installation service.
16.6. Returns & Exchanges:
16.6.1. Our standard return policy applies to all purchases under this promotion.
16.6.2. Free tiles obtained via this promotion are non-returnable and non-exchangeable unless found faulty.
16.7. General Conditions:
16.7.1. This offer cannot be combined with any other discounts or promotions.
16.7.2. We reserve the right to modify or cancel the promotion without prior notice.
16.7.3. All promotions are issued at the company’s discretion and may be withdrawn at any time.
17. Competition Voucher Terms – Bathroom Builders UK
17.5. Returns & Exchanges:
Standard return policies apply to items purchased using competition vouchers.
17.6. General Terms:
17.6.1. This promotion cannot be used alongside other offers or promotions.
17.6.2. We reserve the right to change or discontinue this offer at any time.
17.6.3. All voucher-based promotions are subject to management discretion.
Business to Business (B2B) Trade Sales – Terms and Conditions
These terms apply exclusively to trade transactions conducted between Bathroom Builders UK (Ebla-UK Ltd) and professional or commercial clients. They do not affect the rights of consumer customers.
Businesses are advised to print and retain a copy of these terms and any related order confirmations for their records.
1. Definitions
- Business Day: A working day in England (excluding weekends and public holidays).
- Company: Ebla-UK Ltd trading as Bathroom Builders UK.
- Conditions: These Terms and Conditions.
- Customer: The trade client or business purchasing goods.
- Contract: The agreement formed between the Company and the Customer once an order is accepted.
- Force Majeure Event: An event outside of reasonable control that may affect performance.
- Goods: All items or materials forming part of the contract.
- Specification: The agreed product requirements or drawings shared between both parties.
2. Formation of Contract
(a) These terms exclusively govern all trade contracts, superseding any other terms proposed by the Customer.
(b) Any amendments to these terms must be approved in writing by a director of the Company.
(c) An order placed by the Customer constitutes an offer to purchase goods under these Conditions. Acceptance occurs only when the Company confirms in writing.
(d) The Customer affirms that its representatives are authorised to enter into a binding contract.
(e) The Customer is solely responsible for ensuring order accuracy, including specifications.
(f) Upon written confirmation from the Company, a contract is formed.
(g) Any conflicting terms on the Customer’s documents will be disregarded.
(h) The Company may adjust the product specification to comply with legal or regulatory obligations.
3. Estimates & Quotations
- All quotes and estimates remain valid for 30 days unless stated otherwise.
- The Customer is responsible for verifying required quantities, even if a quote has been provided.
- Any quote is for informational purposes and does not constitute a binding offer.
- The Company may make minor alterations or substitutions to products, provided they do not significantly impact quality or performance.
4. Returns & Order Cancellations
- If the Customer wishes to return goods or cancel an order, the Company may permit this at its discretion. A restocking and handling fee will apply (minimum £5 or 25% of the product value).
- Orders for custom or non-stock items (“Specials”) cannot be cancelled or returned once accepted
5. Pricing
(a) Prices provided in a quotation are valid for 30 days. If expired, the trade price at the time of delivery will apply.
(b) 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.
(c) All prices are exclusive of VAT and delivery charges unless stated otherwise.
(d) If a Customer changes an order from collection to delivery, additional delivery and admin fees will apply.
6. Accounts and Payments
(a) 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 6(b).
(b) For non-credit customers (those without an active credit account or whose account has been suspended or revoked as outlined in clause 6(g)), 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.
(c) 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 16(a), or if terminated by any other means.
(d) 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.
(e) 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.
(f) Customers shall reimburse the Company for all costs incurred in recovering overdue payments, including legal fees, administrative charges, and third-party collection agency costs.
(g) 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 6(b) until such security is provided and conditions are met.
(h) 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.
(i) The Company may initiate full recovery of any outstanding balances, regardless of whether the credit limit has been exceeded.
(j) When multiple invoices are due, the Company reserves the right to allocate incoming payments to any outstanding invoice, even if the customer specifies otherwise.
(k) 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.
(l) 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.
(m) All obligations under this clause remain enforceable even after termination of the contract.
7. Delivery and Dispatch
(a) Delivery will be fulfilled either:
- (i) by the Customer collecting the goods from the Company’s premises after receiving notification that the goods are ready, or
- (ii) by the Company delivering to an agreed location (“Delivery Location”) once the Customer is notified of readiness.
(b) The risk of loss or damage transfers to the Customer:
- (i) at the point of collection for goods picked up from the Company’s premises;
- (ii) upon delivery at the Delivery Location; or
- (iii) if the Customer fails to accept delivery, at the moment the Company attempts to deliver.
(c) For deliveries to the Delivery Location:
- (i) The Company bears no responsibility for transit damage unless notified in writing within 7 days of delivery;
- (ii) The Customer must ensure suitable access and provide all necessary personnel and equipment;
- (iii) The Company may charge for failed delivery attempts;
- (iv) Delivery is deemed complete upon unloading at the agreed or nearest safe location.
(d) Delivery times and dates are estimates only. Delays do not entitle the Customer to cancel the contract or refuse goods.
(e) If the Customer does not accept delivery or fails to provide sufficient delivery instructions, the Company may:
- (i) store the goods and charge for storage and insurance, or
- (ii) sell the goods and deduct reasonable expenses before refunding or charging any balance.
(f) Each delivery installment is treated as a separate contract. Failure to deliver one does not affect the others.
(g) 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.
(h) 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.
(i) 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.
(j) The Customer must provide accurate delivery details and necessary information to assess delivery feasibility and cost.
(k) Any post-delivery movement or lifting of goods is the Customer’s responsibility.
8. Performance Responsibility
The Customer is solely responsible for:
- (i) ensuring the goods are fit for their intended use and compliant with all applicable legal, safety, and regulatory requirements;
- (ii) preparing safe and suitable premises for delivery, installation, and use of the goods;
- (iii) ensuring that any customer-provided equipment does not interfere with the performance or fitness of the goods.
9. Warranty
(a) Subject to clause 10(a), the Company may choose to repair, replace, or refund the cost of any goods found to be defective due to manufacturing issues—provided that:
- (i) the defect is reported in writing within 7 days of delivery; and
- (ii) the Company is given reasonable access to inspect the goods, either on-site or by return shipment if requested.
(b) Warranty will not apply if:
- (i) the goods continue to be used after a defect has been reported;
- (ii) the defect results from improper installation, use, or maintenance; or
- (iii) the goods are modified or repaired without prior written consent.
- (c) The Company is not responsible for any costs associated with removal or reinstallation unless previously agreed in writing.
(d) Any replaced or repaired goods remain the Company’s property.
(e) For goods not manufactured by the Company, it will attempt to transfer the benefit of any manufacturer’s warranty to the Customer.
10. Liability
(a) Nothing in these terms limits or excludes liability for:
- (i) death or injury caused by negligence;
- (ii) fraud or fraudulent misrepresentation; or
- (iii) breach of statutory rights under the Sale of Goods Act 1979 or Consumer Protection Act 1987.
(b) Subject to clause 10(a), the Company’s total liability under the contract is capped at the total value of the goods supplied.
(c) The Company shall not be liable for indirect, incidental, or consequential losses, including loss of profit, business, reputation, or savings.
(d) 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.
(e) These terms constitute the full scope of the Company’s obligations and exclude all other warranties or implied terms, unless legally mandated.
(f) This agreement supersedes any previous arrangements or representations and forms the complete contract between the parties.
11. Misrepresentation
(a) 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.
(b) Without affecting clause 11(a), 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.
12. Ownership and Risk
(a) Responsibility for the Goods transfers to the Customer upon completion of delivery.
(b) Legal ownership of the Goods remains with the Company until either:
- (i) 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
- (ii) The Customer resells the Goods, in which case ownership transfers immediately before the resale occurs.
(c) Until ownership passes, the Customer must:
- (i) Store the Goods separately and clearly mark them as Company property;
- (ii) Avoid altering or obscuring any serial numbers, marks, or packaging;
- (iii) Maintain the Goods in good condition and insure them at their full value, providing proof of insurance upon request;
- (iv) Notify the Company immediately if any insolvency-related events under clause 16(b) occur or if the Goods are to be used as security; and
- (v) Provide the Company with information about the Goods as requested.
(d) The Customer may resell or use the Goods in the normal course of business before paying for them, provided:
- (i) They act as a principal (not as the Company’s agent); and
- (ii) Ownership transfers immediately before the resale takes place.
(e) If the Customer becomes subject to an insolvency event under clause 16(b) before ownership passes:
- (i) Their right to resell or use the Goods ends immediately; and
- (ii) 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.
13. Measurements and Weight
(a) Any dimensions or measurements provided by the Company or manufacturers are subject to standard tolerances in accordance with British Standards.
(b) 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.
14. Pallets and Packaging
(a) 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.
(b) The Customer is solely responsible for disposing of any packaging or waste from the Goods in accordance with all applicable environmental laws and regulations.
15. Force Majeure
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.
16. Termination and Customer Default
(a) The Company may, without limiting its rights, suspend delivery or terminate the Contract immediately by written notice if:
- (i) The Customer becomes insolvent;
- (ii) Any payment is overdue; or
- (iii) The Customer seriously breaches any contract term and fails to correct it within 7 days of written notice.
(b) “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 fulfill contractual obligations.
(c) Upon termination:
- (i) The Company may stop further deliveries; and
- (ii) Demand immediate payment of all sums due, including those not yet overdue.
17. Intellectual Property
(a) The Company does not guarantee that the Goods do not infringe upon any third-party intellectual property rights, including patents or trademarks.
(b) 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.
18. Notices
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.
19. Disputes and Set-Off
The Customer must fulfill 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.
20. Waiver
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.
21. Health and Safety
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.
22. Severability
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.
23. Headings
Section titles are for convenience only and do not affect the meaning or interpretation of the terms.
24. Governing Law and Jurisdiction
(a) This Contract and any related disputes are governed by the laws of England and Wales.
(b) Unless otherwise stated in clause 24(c), all disputes shall fall under the exclusive jurisdiction of the courts of England and Wales.
(c) However, the Company may choose to apply Scottish law and/or refer disputes to Scottish courts at the time of order acceptance.
25. Credit Reference and Monitoring
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.
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.
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.
26. Assignment
(a) 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.
(b) 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.
27. Rights of Third Parties
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.
28. Data Privacy
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.
Standard Guarantee Terms
(a) These terms apply when an individual or individuals (referred to as the “Guarantor”) agree to provide a guarantee in favour of the Company.
(b) “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.
(c) This Guarantee shall remain in force continuously and applies to all sums owed to the Company by the Customer at any given time.
(e) 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.
(f) The Company is not required to pursue the Customer or any other party before seeking enforcement of the Guarantee against the Guarantor.
(g) 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.
(h) The Guarantor may terminate this Guarantee by providing three (3) months’ written notice to the Company.
(i) Even after valid notice of termination, the Guarantor remains liable for:
- (i) Any sums due on or before the termination date; and
- (ii) Any amounts arising under obligations undertaken by the Company prior to the termination date, including those that may fall due afterwards.
(m) 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.
(n) 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.
