Your attention is drawn in particular to clause 11.

1. Interpretation

1.1 Definitions:

Business Day: a day, other than a Sunday, Monday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.30 am to 5.00 pm from Tuesday to Friday, and the period 10.00 am to 16.00 pm on Saturday.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.3.

Contract: the contract between Us and You for the sale and purchase of the Goods in accordance with these Conditions.

You or Your: the person or business that purchases the Goods from Us.

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

Goods: the goods supplied by Us.

Order: Your order for the Goods.

Special Order Goods: any order of non-stocked Goods.

We, Us or Our: Clay Interiors Ltd (registered in England and Wales with company number 09645193).

1.2 Interpretation:

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

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

(d) 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.

(e) A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that You seek 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 You to purchase the Goods in accordance with these Conditions. You must ensure that the terms of the Order submitted are complete and accurate.

2.3 The Order shall only be deemed to be accepted when We issue Our invoice, at which point and on which date the Contract shall come into existence.

2.4 Any samples, drawings, descriptive matter or advertising produced by or on behalf of Us and any descriptions or illustrations contained in Our catalogues or brochures (whether digital or otherwise) 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.

2.5 An estimate for the Goods given by Us shall not constitute an offer. An estimate shall only be valid for a period of 5 Business Days from its date of issue.

3. Orders

3.1 Orders must be placed in store, by telephone or by email.

3.2 You are responsible for ensuring that all information relating to the Order is complete and accurate including measurements, quantities, specification, layout, suitability and intended use of the Goods.

3.3 By placing an Order, You confirm that the Goods, quantities and specifications are correct and that You have had the opportunity to read and accept these Conditions.

3.4 We recommend that Orders include an allowance for wastage arising from cutting, breakage and minor imperfections (typically 10% and up to 15% for herringbone). You acknowledge that failure to allow for appropriate wastage may result in insufficient quantities being ordered.

3.5 If additional quantities are required, We cannot guarantee that Goods supplied under any subsequent Order will be from the same production batch or will match the original Goods in shade, colour, texture or size. Such variation shall not constitute a defect. Additional delivery charges will apply to re-orders.

3.6 All Orders are subject to availability.

4. Trade Accounts

4.1 If You are acting in the course of business and wish to open a trade account with Us, then You will be subject to the following requirements:

(a) a credit reference check; and

(b) a personal guarantee from a director or owner of the company which states that they will be personally liable for repaying any outstanding amounts due to Us in the event that the company is unable to fulfil its payment obligations.

4.2 Opening a trade account and the application of any trade discounts is at Our absolute discretion.

4.3 Where You maintain a trade account with Us, payment of each invoice shall be due within 30 days of the date of issue of the relevant invoice and as such clause 10.4 will not apply. We shall not be obliged to arrange delivery or release the Goods until payment has been made.

5. Goods

5.1 Images (whether in print or online), samples, displays and descriptions of the Goods are provided for illustrative purposes only. The Goods may vary in shade, colour, texture, veining, size and finish. Such variation is a normal characteristic of the Goods and shall not constitute a defect.

5.2 Tiles, natural stone and other similar products are subject to inherent variation and manufacturing tolerances.

5.3 All dimensions quoted are nominal only.

5.4 Due to manufacturing processes, porcelain tiles may exhibit minor bowing or warpage. Larger format tiles may accentuate such variation. These characteristics are inherent in the Goods and shall not be regarded as faults. To reduce this effect, it is considered best practice that the tiles should not be ‘half-bonded’ and only staggered by a maximum of 20-30% of the tile length and/or that levelling clips are used. We recommend that You discuss this with Your installer.

5.5 It is Your responsibility to ensure that the Goods are suitable for their intended use, installation, method, environment and substrate.

5.6 We are not responsible for project planning, design errors, or the order of incorrect quantities of the Goods by You.

5.7 Where You have examined a sample or display, or where a lack of quality or conformity would have been apparent on a reasonable examination of a sample, the Goods shall not be regarded as unsatisfactory by reason of that matter alone.

5.8 You must inspect the Goods promptly upon delivery. Any damage, shortage or visible defect must be notified to Us in writing with photographic evidence within 72 hours from the point of delivery and in any event before the Goods are cut, installed or otherwise altered. We will not inspect the Goods on Your behalf.

5.9 We do not guarantee that the Goods will be free from crazing, shading variation or other surface characteristics that are normal features of the Goods.

5.10 Subject to Your statutory rights, once the Goods have been cut, installed, fixed or otherwise used, they shall be deemed to have been inspected and accepted, and no claim may be made in respect of any defect that would have been apparent on reasonable inspection prior to use. 5.11 If You are a consumer, nothing in this clause 5 affects Your statutory rights under the Consumer Rights Act 2015. 5.12 If You are acting in the course of business, and subject to the contents of clause 11, Our liability for breach of contract in respect of the Goods shall be limited (to the fullest extent permitted by law) to Our option of repairing or replacing the Goods or refunding the price paid for the affected Goods. All other warranties, conditions and terms implied by statute or common law (including those implied by the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

6. Samples

6.1 Any samples of the Goods provided by Us are for the sole purpose of giving an approximate idea of the colour and finish of the Goods, and due to the nature of the Goods, We cannot guarantee that the Goods will exactly match the samples provided.

6.2 There is no guarantee that the Goods will be from the same batch as any sample provided.

6.3 Samples must be returned to Us within 5 Business Days of being supplied to You.

6.4 You shall take reasonable care of any samples supplied by Us and where samples are damaged, lost or not returned in a satisfactory condition, We reserve the right to charge the cost of replacement.

7. Delivery

7.1 The cost of delivery will be included in the invoice provided to You.

7.2 We offer two different delivery options:

(a) delivery by a third-party courier; and

(b) delivery by Us.

7.3 We can only deliver locally. If You require delivery by Us, then it will be at Our absolute discretion whether We are able to accommodate Your request. Delivery by third-party couriers is not subject to any geographical limitations.

7.4 Any dates quoted for delivery are approximate only. The date and time of delivery is not of the essence.

7.5 We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.6 You must make all necessary arrangements to take delivery of the Goods. If You do not take delivery of the Goods, or the circumstances of the delivery cause the Goods to go undelivered, then You shall reimburse Us for any costs reasonably incurred, including delivery costs.

7.7 Deliveries via third-party couriers are made kerbside only and there must be sufficient vehicular and trolley-jack access to allow for the delivery of the Goods. It is Your responsibility to ensure that You have provided an adequate delivery location (including width of access, turning area, and smooth hard standing).

7.8 Delivery is completed on the completion of unloading of the Goods at the delivery location or on the completion of loading of the Goods at Our premises if You are transporting the Goods yourself.

7.9 If 7 days after the date on which We notified You that the Goods were ready for delivery You have not taken actual delivery of them, We may resell or otherwise dispose of part or all of the Goods and, without limiting Our rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, account to You for any excess over the price of the Goods or charge You for any shortfall below the price of the Goods.

7.10 At Our absolute discretion it may be agreed in writing between Us and You that We will store the Goods for longer than the 7-day period outlined in clause 7.9. Should this be agreed then each pallet will incur a cost of £10 plus VAT per week. This fee must be paid in full in cleared funds prior to the delivery of the Goods.

7.11 If You require replacement Goods, then We will account to You for the price of delivery of those additional Goods.

7.12 If You require Us to dispose of the crates that Your Goods were transported in once they have been delivered, then disposal of each crate will incur a cost of £20 plus VAT. This fee must be paid in full in cleared funds prior to the delivery of the Goods.

8. Installation

8.1 Installation of the Goods is Your responsibility. We strongly recommend that installation is carried out by a suitably qualified and experienced professional installer in accordance with applicable industry standards and manufacturer guidance.

8.2 Subject to Your statutory rights, We shall not be liable for any loss or damage arising from the incorrect installation, workmanship, substrate preparation, site conditions, or the improper selection or use of adhesives, grout, sealers or other ancillary products whether or not provided by Us.

8.3 Any technical information, recommendations or advice provided by Us (whether orally or in writing) is provided for general guidance only and does not constitute professional installation advice. You remain responsible for determining the suitability of the Goods and installation methods for Your particular project.

8.4 We strongly recommend that test patches of grout, adhesive and sealers are carried out prior to installation to confirm suitability, colour and finish.

8.5 Where the Goods comprise natural stone You must dry-lay the tiles prior to installation to check colour, shade, veining, size and finish. We strongly recommend that a sample from the current batch is inspected and approved by You before placing an order.

9. Title and risk

9.1 The risk in the Goods shall pass to You on completion of delivery.

9.2 Title to the Goods shall not pass to You until We receive payment in full in cleared funds for the Goods.

10. Price and payment

10.1 The price of the Goods shall be the price set out in the invoice.

10.2 We may, by giving notice to You at any time up to 5 Business Days 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 Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

(c) any delay caused by any instructions given by You or Your failure to give or delay in giving Us adequate or accurate information or instructions.

10.3 The price of the Goods includes amounts in respect of value added tax (VAT).

10.4 Unless otherwise agreed in writing, full payment for the Goods is required at the time the Order is placed in cleared funds to a bank account nominated by Us. We shall not be obliged to arrange delivery or release the Goods until payment has been made. Time for payment shall be of the essence of the Contract.

10.5 If You fail to make a payment due to Us under the Contract by the due date, then without limiting Our remedies, You 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 10.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.6 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).

11. Limitation of liability 11.1 The limits and exclusions in this clause 11 reflect the insurance cover We have been able to arrange. You are responsible for making Your own arrangements for the insurance of any excess liability. 11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

11.3 Nothing in the Contract limits any liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot legally be limited or excluded. 11.4 Subject to clause 11.3 Our aggregate liability to You arising out of or in connection with the supply of the Goods whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the total amount paid by You to Us for the Goods. 11.5 Subject to clause 11.3, the following types of loss are wholly excluded:

(a) loss of profits (including loss of anticipated savings);

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of use or corruption of software, data or information;

(e) loss of or damage to goodwill; and

(f) indirect or consequential loss.

11.6 We shall not be liable for defects arising from the incorrect installation, workmanship, substrate preparation, fixing methods, grouting, sealing or failure to follow Our recommendations or industry standards.

11.7 We shall not be liable for any variation in colour, shade, texture, size or finish of the Goods including variation between batches, samples and delivered Goods, such variation being a natural characteristic of the Goods.

11.8 You shall inspect the Goods upon delivery. We shall not be liable for any defects which would have been apparent on reasonable inspection prior to installation, cutting or fixing of the Goods.

11.9 We shall not be liable for the suitability of the Goods for any particular purpose, application or environment.

11.10 We shall not be liable for any loss arising from the interaction of the Goods with third-party products, site conditions, moisture levels, structural movement, environmental factors or materials not supplied by Us.

11.11 Any technical information, recommendations or advice provided by Us (whether orally or in writing) including in relation to product selection, quantities, installation methods, suitability, performance or compatibility of the Goods is provided for general guidance only. 11.12 This clause 11 shall survive termination of the Contract.

12. Termination, Cancellation and Returns

12.1 You may cancel an Order for Goods prior to dispatch of the Goods by written giving written notice to Us. If You are a consumer, cancellation is subject to the statutory rights set out in clause 12.3. If You are a business, cancellation shall be at Our absolute discretion and may be subject to a cancellation charge made up of the costs reasonably incurred by Us up to and including the date of cancellation.

12.2 Orders for Special Order Goods may only be cancelled within 24 hours of the Order being placed.

12.3 If You are a consumer, then You have the right to cancel an Order for Goods for any reason within 14 days from the day after delivery of the Goods unless an exception under this clause 12 applies. Returned Goods must be unused, uncut and in their original packaging. This clause 12.3 does not apply to Special Order Goods.

12.4 If any of the Goods break or crack within 72 hours from the date of delivery other than as a result of the actions of You or Your installer, then We must be notified immediately and in writing. At Our absolute discretion We may then arrange for the damaged Goods to be replaced. 12.5 Subject to clause 12.10, stock tiles (being tiles ordinarily held in stock at Our warehouse) that have been supplied at full retail price may be returned within 4 weeks of purchase or 28 days of the invoice date, whichever is later, provided that:

(a) the tiles are returned in full, unopened boxes and in resaleable condition;

(b) the tiles are from Our stock batch at the time of the return; and

(c) You pay a handling charge equal to 20% of the price paid for the returned Goods.

12.6 Returns of non-faulty Goods are accepted only with Our written consent. We reserve the right to refuse returns of Goods that are used, cut, installed, damaged, incomplete or not in resaleable condition.

12.7 Returns of non-faulty Goods are subject to a 20% handling fee. Any delivery costs associated with the return of non-faulty Goods shall be paid by You. We cannot accept returns unless payment of these sums has been made in full in cleared funds.

12.8 Delivery charges are non-refundable except where required by law. 12.9 Subject to clause 12.6 and Your statutory rights, We do not accept returns of non-faulty Goods in the following categories:

(a) Non-stock or third-party supplied tiles;

(b) 20mm tiles;

(c) tiles ordered from overseas suppliers;

(d) discounted, sale or priced job lot Goods; and

(e) paints, wallpaper, sealers, cleaners or other consumable products. 12.10 Nothing in this clause 12 affects Your statutory rights in respect of Goods that are faulty or not as described. Where Goods are defective, We shall, in accordance with applicable law and at Our option, replace or refund the Goods.

12.11 Without limiting Our other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if:

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

(b) You take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with Your 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 Your assets or ceasing to carry on business;

(c) You fail to pay any amount due under the Contract on the due date for payment; or

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

12.12 On termination of the Contract for any reason You shall immediately pay to Us all Our unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, We shall submit an invoice which You shall pay immediately on receipt.

12.13 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.

12.14 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.

13. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 21 days, the party not affected may terminate the Contract by giving not less than 7 days’ written notice to the affected party.

14. General

14.1 Assignment and other dealings.

(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of Our rights and obligations under the Contract.

(b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under the Contract.

14.2 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that it has not relied on any statement, representation or warranty that is not expressly set out in the Contract.

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

14.4 Waiver. 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.

14.5 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 or part-provision of the Contract is deemed deleted under this clause 14.5, 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.

14.6 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand, by pre-paid first-class post, or by email to the address or email address provided by the relevant party.

(b) Any notice shall be deemed to have been received:

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

(ii) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; or

(iii) 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.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.7 Third party rights. 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.

14.8 Governing law. 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 shall be governed by and construed in accordance with the law of England and Wales.

14.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.