1. General
These Terms and Conditions of Sale apply to all sales by Rare Inc. Ltd t/a VR Bathrooms (“the Company”) to business
customers (“the Customer”). These terms apply to business-to-business sales only and do not apply to consumer sales

These terms override any other terms proposed by the Customer unless expressly agreed in writing by the Company.
The Company reserves the right to amend these terms, product specifications, availability and pricing without notice. Unless otherwise agreed in writing, the price payable shall be the Company’s price in force at the date the order is
accepted or, where applicable, the date of delivery.
Brochure images, samples, brochures, product descriptions and colour representations are provided for general
guidance only. Colours, finishes, dimensions, packaging and specifications may vary and do not form part of the contract unless expressly confirmed in writing by the Company.

2. Orders & Contract Formation
All orders placed by the Customer are offers to purchase goods from the Company.
A contract is formed only when the Company accepts the order in writing, issues an invoice, or delivers the goods, whichever occurs first.
All orders are subject to availability. Goods not held in stock are offered subject to successful procurement by the Company from its suppliers.
The Customer is responsible for ensuring that all orders are accurate and include the correct product codes, quantities, delivery details and contact information.
Orders must be submitted via: Email: orders@vr-bathrooms.co.uk / Phone: 01784 248 156, option 1

3. Delivery
Delivery dates and times are estimates only. While the Company will use reasonable efforts to meet estimated delivery times, delivery is not guaranteed and time shall not be of the essence.
The Company shall not be liable for any delay in delivery, including delays caused by supplier issues, transport disruption, site access problems, weather, customs,
shortages, or any other circumstances outside the Company’s reasonable control. The Company may deliver goods in installments. Each installment shall be treated as a separate contract. Delivery of further installments may be withheld until all outstanding payments due from the Customer have been received.
Deliveries will be made as close to the delivery destination as safe and lawful road access permits. The Customer is responsible for ensuring suitable access and for
providing sufficient labour, equipment and assistance to unload the goods.
The Company reserves the right to charge for delays, failed deliveries, aborted deliveries, waiting time, re-delivery, parking charges, congestion charges, or other additional costs incurred due to site conditions, access restrictions or Customer default.

4. Site Deliveries & Cut-Off Times
For site deliveries, the Customer must provide the full site address, postcode, site contact name, telephone number and any relevant delivery instructions or access
restrictions.
A delivery charge will apply and may vary depending on location, order size, delivery type and site requirements. Where applicable, a delivery quote will be provided after the order is placed.
Orders must be placed by 3:00 pm to qualify for the next available delivery date, subject to stock availability, delivery capacity and route planning.
The Company aims to provide next working day delivery where possible, but this is not guaranteed.

5. Order Accuracy, Inspection & Reporting Issues
The Customer must inspect goods immediately upon delivery or collection and check that they match the order.
Any incorrect items, visible damage or shortages must be reported to the Company within 48 hours of delivery or collection. Where possible, incorrect goods should be returned immediately with the driver.
Installed, used, damaged, altered, opened, or un-packaged goods cannot be returned on the basis that they were incorrect unless the Company agrees otherwise in writing.
Goods must be checked before installation. Installation, alteration or use of goods may be treated as acceptance of those goods, except where a defect could not reasonably have been identified before installation.
Defects not reasonably apparent on inspection must be reported to the Company as soon as reasonably practicable after discovery.

6. Returns & Cancellations
Non-faulty goods may only be returned with the Company’s prior written agreement.
Returned goods must be unused, undamaged, complete, in their original packaging and in a re-saleable condition.
Special order, bespoke, made-to-measure, clearance, discontinued, opened, installed, altered or damaged goods are non-returnable unless faulty or otherwise agreed in writing by the Company.
The Company reserves the right to refuse returns or apply a restocking charge.
The Customer is responsible for the safe return of goods and any associated transport costs unless the return is due to an error by the Company or the goods are confirmed to be faulty.

7. Pricing & Payment
Unless otherwise stated, prices in the catalogue are inclusive of VAT. VAT shall be charged at the rate applicable on the invoice date.
Payment is due within 30 days from the end of the month of delivery, unless otherwise agreed in writing.
The Customer shall make all payments in full and without deduction, withholding, set-off or counterclaim.
If payment is overdue, the Company reserves the right to charge interest and compensation in accordance with applicable late payment legislation, including the Late Payment of Commercial Debts legislation, or at such other contractual rate as may be agreed in writing.
The Company may suspend deliveries, cancel orders, withhold further supply, withdraw credit facilities, or require payment in advance where any sums are overdue or where the Company has concerns about the Customer’s creditworthiness.
In the event of non-payment, the Company reserves the right to engage third-party debt collection agencies, solicitors or other advisers, or to commence legal proceedings to recover outstanding amounts.
The Customer shall be liable for all reasonable costs incurred by the Company in recovering overdue debts, including debt collection agency fees, legal costs, court fees and related expenses.
The Company may share relevant customer and account information with debt recovery agents, solicitors, insurers, credit reference agencies or other relevant third parties where necessary for credit control, debt recovery, legal claims or compliance purposes, in accordance with the Company’s privacy notice and applicable data protection laws.

​

8. Warranty, Defects & Liability
Where goods are supplied with a manufacturer’s warranty, the Customer shall comply with the manufacturer’s warranty terms, installation instructions, care guidance and maintenance requirements.
The Company gives no additional warranty unless expressly confirmed in writing.
Where goods are confirmed by the Company to be defective, the Company may, at its discretion, repair, replace, refund or credit the defective goods.
The Company shall not be liable for defects caused by incorrect installation, misuse, accidental damage, poor maintenance, unsuitable cleaning products, modification, normal wear and tear, failure to follow manufacturer instructions, or use of the goods for purposes for which they were not intended.
The Company accepts no liability for removal, reinstallation, labour costs, loss of profit, loss of business, loss of opportunity, loss of goodwill, delay, or indirect or consequential loss.
The Company’s total liability in respect of any claim shall be limited to the price paid for the goods giving rise to the claim.
Nothing in these terms shall exclude or limit the Company’s liability for death or personal injury caused by its negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
The Customer shall indemnify the Company against any third-party claims, losses, damages, costs or expenses arising from the Customer’s resale, installation, use, storage or handling of the goods, except to the extent caused by the Company’s negligence or breach of contract.

9. Risk & Title
Risk in the goods passes to the Customer upon delivery, collection, or loading onto the Customer’s vehicle or nominated carrier, whichever occurs first.
Title to the goods remains with the Company until the Company has received payment in full for those goods and all other sums due from the Customer to the Company.
Until title passes, the Customer shall store the goods separately from other goods, keep them clearly identifiable as the Company’s property, maintain them in good condition, and insure them against all usual risks. The Customer may resell goods before title has passed only in the ordinary course of business and as principal, not as agent for the Company. The Company may enter the Customer’s premises, or any premises where the goods are stored, to inspect or repossess goods where payment is overdue, the Customer becomes
insolvent, or the Customer otherwise breaches these terms. Upon repossession, risk in the repossessed goods shall revert to the Company. If the Customer resells goods before paying the Company in full, the Customer shall hold the proceeds of resale on trust for the Company to the extent of the unpaid sums owed to the Company. In the event of insolvency, non-payment, or breach of these terms, the Company may revoke the Customer’s right to possess, use, sell or otherwise deal with goods for which title has not passed.

10. Installation & Recommendations
The Customer is responsible for ensuring that goods are suitable for the intended purpose, location, measurements, specification and installation requirements before installation.
Any installer, trades-person or contractor recommended by the Company is suggested in good faith only. The Company gives no warranty in respect of any installer’s work and accepts no liability for the acts, omissions, workmanship, availability, pricing or performance of any installer or third-party contractor.

11. Product Suitability, Measurements & Specifications
The Customer and/or installer must check all measurements, technical specifications, compatibility, water pressure requirements, electrical requirements, waste positions, access requirements and product suitability before purchase and installation. The Company shall not be liable where goods are unsuitable due to incorrect measurements, incorrect
specification, site conditions, installation constraints, or failure to check compatibility before installation. Manufacturers may alter product specifications, dimensions, finishes,
packaging or design without notice. The Company shall not be liable for such changes provided the goods remain substantially fit for their general intended purpose.

12. Force Majeure
The Company shall not be liable for any delay or failure to perform its obligations where such delay or failure is caused by events beyond its reasonable control. Such events may include, but are not limited to, supplier delays, shortages, transport disruption, strikes, labour disputes, extreme weather, fire, flood, pandemic, epidemic, customs delays, import restrictions, cyber incidents, system failures, power failures, war, terrorism, civil unrest, or changes in law or regulation.

13. Termination of Contract
The Company may cancel any contract, suspend delivery, withhold supply, or require immediate payment of all outstanding sums if the Customer:
a. fails to make payment when due;
b. refuses or fails to take delivery;
c. exceeds or breaches any credit limit or credit terms;
d. becomes insolvent, enters administration, liquidation, receivership, bankruptcy or any similar process;
e. ceases or threatens to cease trading;
f. breaches these terms; or
g. acts in a way that, in the Company’s reasonable opinion, may prejudice the Company’s rights or commercial interests.
In such circumstances, all outstanding amounts owed by the Customer to the Company shall become immediately due and payable.

14. Conduct & Communication
Customers are expected to communicate with Company staff respectfully and professionally.
The Company reserves the right to suspend services, close accounts, cancel orders or refuse further supply where a Customer, their staff, agents or representatives use threatening, abusive, discriminatory, offensive or foul language, or otherwise behave inappropriately towards Company staff.
Any concerns regarding the conduct of Company staff should be reported to: Email: office@vr-bathrooms.co.uk

15. Data Protection
The Company may collect, use and share customer information for the purposes of processing orders, managing accounts, delivering goods, providing customer service, carrying out credit control, recovering debts, complying with legal obligations, and protecting the Company’s legitimate business interests.
Personal data will be handled in accordance with applicable data protection laws and the Company’s privacy notice.

16. Governing Law & Jurisdiction
These terms and any contract between the Company and the Customer shall be governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising out of or in connection with these terms or any contract between the Company and the Customer.