1.0 Definitions. 

1.1 In these Terms and Conditions of Sale, the following definitions shall apply:

“Agreement” means any legally binding contract, arrangement, or agreement for the supply of Goods and/or Services between Aryaana Enterprises and the Buyer, in furtherance of these Terms and Conditions and which expressly and exclusively incorporates, and is governed by, these Terms and Conditions.

“Aryaana Enterprises” refers to the Seller, Aryaana Enterprises Limited, a company incorporated in England and Wales (company number 16160908) with its registered office at 124 City Road, London EC1V 2NX, United Kingdom (“Aryaana”, “we”, “us”).

“Bespoke Goods” means Goods manufactured, altered, adapted, customised, or otherwise modified by Aryaana Enterprises to meet the Buyer’s specific requirements, specifications, instructions, or purposes.

“Business Day” or “Working Day” means any day other than a Saturday, Sunday, or public holiday on which commercial banks are open for general business in London. 

“Calendar Day” means any day of the year, including weekends and public holidays.

“Buyer” means the corporate entity, firm, or individual specified in the Order who seeks to purchase Goods and/or Services from Aryaana Enterprises.

“Buyer Specification” means the specific requirements defined by the Buyer and expressly incorporated into, or attached to, the Order.

“Company Signatory” means a person who has been formally authorised by Aryaana Enterprises to act on its behalf, whose authority the Buyer shall not dispute once an Order Acknowledgement has been issued.

“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

“Defect” or “Defective” means any condition, failure, or non-conformity of the Goods that would have entitled the Buyer to reject the Goods or claim damages but for the effect of these Terms. This includes any failure of the Goods to comply in all material respects with the Specification due to faulty design (except where the design is supplied by or on behalf of the Buyer), faulty materials, or faulty workmanship, subject always to Condition 7.0.

“Delivery Location” means Aryaana Enterprises’ premises, any third-party warehouse appointed or nominated by Aryaana Enterprises, or, where the Goods are to be delivered by Aryaana Enterprises to another location, the delivery address expressly specified in the relevant Order Acknowledgement. “Final Call-Off Date” means the date specified in the Order Acknowledgement or, if none is specified, the date falling fourteen (14) Calendar Days from the date on which Aryaana Enterprises notifies the Buyer that the Goods are ready for delivery or collection, after which any undrawn quantities may, at Aryaana’s sole discretion, be invoiced, stored at the Buyer’s risk and cost, or treated as cancelled.

“Goods” means the products, articles, or items (including any instalment of the Goods or any parts thereof) which Aryaana Enterprises is to supply in accordance with these Conditions and which are agreed to be sold by Aryaana Enterprises, as confirmed in the applicable Order Acknowledgement, or, where applicable, the services supplied by Aryaana Enterprises.

“Ordering by Telephone” means the Buyer shall provide written confirmation (by email, post, or hand delivery) of any telephone order within twenty-four (24) hours (being Calendar Hours) of receipt of the telephone order, or by the next Business Day where that period expires on a non-Business Day, marked with any confirmation reference issued by Aryaana Enterprises. Aryaana Enterprises shall not be liable for any duplicate deliveries, delays, or errors arising from the Buyer’s failure to issue such confirmation. 

“Incoterms” means the international rules of the International Chamber of Commerce for the interpretation of trade terms, as in force on the date when the Contract is made. 

“In writing” includes any written communication, including emails, unless expressly stated otherwise.

“Non-standard Goods” means Goods that are not Bespoke Goods but are outside Aryaana Enterprises’ normal stock range, require special procurement, manufacturing, or importation, and/or cannot be readily resold by Aryaana Enterprises without financial loss.

“Order Acknowledgement” means Aryaana Enterprises’ formal acceptance of an order in accordance with Condition 2.0, whether issued in writing or orally (in the case of telephone orders). No Agreement arises unless and until an Order Acknowledgement is issued.

“Quotation” means the proposal provided by Aryaana Enterprises (whether in writing or orally) to the Buyer following receipt of an expression of interest, setting out the pricing, quantity, and description of any Goods and/or Services. A Quotation is not an offer and is not binding unless expressly stated otherwise.

“Services” means any services provided by, or agreed to be provided by, Aryaana Enterprises to the Buyer, as confirmed in the Order Acknowledgement.

“Specification” means the manufacturer’s or Aryaana Enterprises’ standard specification (as applicable) for the Goods and/or Services, as amended from time to time, or any Buyer Specification expressly accepted in writing by a Company Signatory. 

“Terms” or “Conditions” means these Terms and Conditions of Sale, including any special terms agreed in writing by a Company Signatory. Aryaana Enterprises may amend these Terms unilaterally, and any amended Terms shall apply to all Agreements formed after the amendment date. Aryaana Enterprises will notify the Buyer prior to accepting each Order of the version in force.

2.0 Agreement 

2.1 B2B Restriction: These Conditions apply exclusively to Business-to-Business (B2B) transactions. Aryaana Enterprises does not invite or accept orders from individual homeowners or Consumers. By placing an order, the Buyer warrants that it is purchasing the Goods for the purposes of its business, trade or profession.

2.2 All orders placed with Aryaana Enterprises are accepted strictly under these Terms and Conditions, which shall be incorporated and/or deemed to be incorporated into every Agreement between Aryaana Enterprises and the Buyer. These Terms apply exclusively and unconditionally to the exclusion of any terms or conditions proposed by or on behalf of the Buyer, whether included in purchase orders, other documents, or purported to apply by law, trade custom, practice, or course of dealing. No verbal assurances, instructions, commitments, or representations shall have any effect unless expressly confirmed in writing by a Company Signatory. No variation, waiver, or addition to these Terms shall be effective unless agreed in writing by a Company Signatory or another person expressly authorised in writing. No employee or agent other than a Company Signatory has authority to amend or vary these Terms.

2.3 Quotations issued by Aryaana Enterprises, whether written or oral, are non-binding invitations to treat only and shall not constitute offers. Quotations remain valid for twenty-eight (28) Calendar Days from the date of issue, unless revoked earlier or a shorter validity period is specified. The Buyer must provide all information reasonably required for the preparation of a Quotation and ensure its accuracy and completeness. Aryaana Enterprises shall have no liability for errors or omissions in a Quotation caused by incomplete or inaccurate information supplied by the Buyer. Any order placed in response to a Quotation must state the Quotation reference, date of issue, and Delivery Location; failure to do so entitles Aryaana Enterprises, at its discretion, to reject or delay acceptance.

2.4 An order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Terms. The Buyer warrants that all specifications, measurements, quantities, performance requirements, and design drawings are accurate, complete, and suitable for the intended purpose. Aryaana Enterprises shall not be liable for any representation regarding condition, suitability, or fitness for purpose unless confirmed in writing by a Company Signatory or is fraudulent. An Agreement is formed only when Aryaana Enterprises issues an Order Acknowledgement; no conduct, delivery, or communication shall constitute acceptance unless an Order Acknowledgement is issued. An oral Order Acknowledgment shall be binding only if followed by a written conformation issued by Aryaana Enterprises within twenty-four (24) hours of receipt of the Buyer’s written confirmation, or by the next Business Day where that period expires on a non-Business Day.

2.5 Orders for Goods (excluding Bespoke Goods but including Non-Standard Goods) may only be cancelled with the prior written consent of a Company Signatory, which may be granted or withheld at Aryaana Enterprises’ sole discretion. The Buyer shall indemnify Aryaana Enterprises for all costs, losses, or expenses arising from any such cancellation, including supplier-imposed restocking charges, administrative costs, and transport or collection charges. Non-Standard Goods delivered in conformity with the Agreement may be returned only with Aryaana’s prior written authorisation and only where the original supplier agrees to accept the return. The Buyer shall indemnify Aryaana Enterprises for all costs associated with such returns. Bespoke Goods, Goods sourced specifically for the Buyer, and Goods supplied directly from manufacturers are strictly non-cancellable, non-refundable, and non-returnable, except where the Goods do not conform to the Agreement. The Buyer is solely responsible for verifying, prior to placing an order, whether such Goods are returnable. Where returns are permitted, the Buyer shall bear all associated costs, including any supplier-imposed restocking or collection charges of up to 50% of the invoice value due to the nature, size, or handling requirements of the Goods. Aryaana Enterprises has no obligation to negotiate or obtain return rights on the Buyer’s behalf.

2.6 The Buyer acknowledges that Aryaana Enterprises is a mere importer and reseller of the Goods and is not the manufacturer of the Goods sold. The Buyer further acknowledges that the Goods are sourced by Aryaana Enterprises from different manufacturers, including those in India and other countries. The Buyer shall ensure it is fully familiar with the nature and performance of the Goods, including any hazardous or harmful effects. All catalogues, brochures, data sheets, technical circulars, price lists, and similar materials are for general guidance only and shall not constitute representations or warranties. The Buyer acknowledges that it relies solely on its own skill, knowledge, and professional judgment when selecting the Goods and in assessing their suitability and quality for its purposes. Any specific advice, including Health and Safety information, must be requested in writing, and only the advice provided in writing by a Company Signatory shall constitute a binding representation.

2.7 Aryaana Enterprises shall not be liable for any misrepresentation by its employees, agents, or representatives regarding the condition, suitability, or measurements of the Goods unless confirmed in writing by a Company Signatory or is fraudulent. Liability for non-fraudulent misrepresentation is limited or excluded under Condition 7.0, as permitted by law. No informal guidance, estimate, or verbal statement shall constitute a representation.

2.8 Any descriptions, drawings, samples, or advertising materials, including catalogues, brochures, data sheets, and websites, are illustrative only and do not form part of the Agreement. Aryaana Enterprises shall not be bound by such materials unless expressly incorporated into the Agreement. Normal variations arising from manufacturing tolerances, supplier updates, or industry-accepted deviations do not constitute Defects and give no right of rejection or claim. Where Goods or Services fall within the scope of a Construction Agreement under the Housing Grants, Construction and Regeneration Act 1996, that Act shall take precedence only to the extent required for compliance.

2.9 For the purposes of the Contracts (Rights of Third Parties) Act 1999, no term of the Agreement is enforceable by any third party, except as otherwise required by law. No third party shall have any right to rely upon or enforce any part of the Agreement.

2.10 Any identifying marks, labels, batch numbers, lot numbers, serial numbers, or similar identifiers applied to or accompanying the Goods are provided solely for identification and traceability purposes. They do not imply any affiliation, endorsement, or assumption of manufacturer obligations. The Buyer assumes all responsibility for verifying and relying on such information.  

2.11 Aryaana Enterprises is not obliged to accept any order from the Buyer, irrespective of any agreed credit limit. The Buyer confirms that it is acting in the course of business and not as a Consumer. Aryaana Enterprises does not supply Goods or Services to Consumers. Any misrepresentation of trading status constitutes a material breach entitling Aryaana Enterprises to terminate the Agreement immediately without liability. Any purchase order references provided by the Buyer are included solely for convenience and do not form part of or modify the Agreement.

2.12 The Buyer is solely responsible for ensuring the Goods and/or Services ordered are fit for purpose and suitable for the intended environment. Aryaana Enterprises shall not be liable for any losses arising from reliance on any guidance unless such liability is accepted in writing by a Company Signatory. If the Buyer identifies any issue with the Order Acknowledgement, it must notify Aryaana Enterprises promptly. Aryaana Enterprises shall amend the Order Acknowledgement only if it agrees with the Buyer’s concerns. Failure to review and raise issues prior to delivery constitutes acceptance of the Order Acknowledgement as issued.

2.13 The Buyer shall indemnify Aryaana Enterprises against all claims, costs, and damages arising from the Buyer’s failure to provide accurate information, failure to comply with applicable regulations, or reliance on unverified statements. Aryaana Enterprises reserves the right to refuse to fulfil any order it deems unfeasible, inappropriate, or inconsistent with these Terms, and its determination shall be final, conclusive, and binding.

3.0 Orders and Specifications

3.1 No order placed by the Buyer shall be deemed accepted by Aryaana Enterprises unless and until confirmed in writing by the Seller’s authorised representative.

3.2 The Buyer shall be responsible to Aryaana Enterprises for ensuring the accuracy of the terms of any order (including any applicable Specification) placed by the Buyer, and for providing Aryaana Enterprises with the necessary information relating to the Goods within a sufficient time to enable Aryaana Enterprises to perform the Agreement in accordance with its terms.

3.3 The quantity, quality, description of, and any specification for the Goods shall be those set out in Aryaana Enterprises’ quotation or the Buyer’s order (if accepted by Aryaana Enterprises via Order Acknowledgement).

3.4 Aryaana Enterprises reserves the right to make any changes in the specification of the Goods, as reflected in the Order Acknowledgement, which are required to conform with any applicable statutory or regulatory requirements (including building regulations and product conformity requirements), or, where the Goods are to be supplied to Aryaana Enterprises’ specification, such changes as do not materially affect their quality or performance.

4.0 Price

4.1 Prices quoted by Aryaana Enterprises are based on the prevailing rates at the time the Quotation is issued. The final price payable under the Agreement shall be the ruling price (less any applicable discounts) as confirmed in the Order Acknowledgement. Aryaana Enterprises reserves the right to amend any Quotation prior to issuing the Order Acknowledgement. No Quotation shall be binding unless and until it is expressly incorporated into an Order Acknowledgement.

4.2 Prices generally include the normal delivery and collection services, which may be Economy or Next-Day, at Aryaana Enterprises’ discretion. Aryaana Enterprises may invoice additional costs incurred in fulfilling the Buyer’s order, including, without limitation, haulage, insurance, storage, demurrage, port charges, customs duties, or other ancillary expenses. Prices may also be affected by fluctuations in foreign exchange rates, international freight or shipping costs, insurance, and packaging or handling charges arising from importation. Any such additional costs, whether known or unforeseen at the time of issuing Order Acknowledgement, may be passed on to the Buyer in full, and the price adjusted accordingly, without prior notice.

4.3 All prices are exclusive of Value Added Tax (VAT) or any other applicable governmental taxes unless expressly stated otherwise in writing. VAT shall be charged at the applicable rate on the date of issue of the VAT invoice. Any change in VAT or other tax rates shall be borne by the Buyer, regardless of the date of the Agreement or order.

4.4 The price of the Goods is based on prevailing market rates at the time of delivery. Aryaana Enterprises reserves the right to adjust prices to reflect any increase in costs incurred after acceptance of the order, including, without limitation, costs relating to raw materials, manufacturing, procurement, currency fluctuations, labour, packaging, handling, transport, or supply chain disruptions. Such price adjustments shall be made at Aryaana Enterprises’ sole discretion and shall be binding on the Buyer.

4.5 Prices are based strictly on the quantities, specifications, and delivery requirements provided by the Buyer at the time of order. Any changes requested by the Buyer, or any delays, omissions, or errors attributable to the Buyer, may result in a price adjustment. Aryaana Enterprises may suspend performance of the Agreement until any revised pricing has been accepted in writing or paid in full by the Buyer.

4.6 Aryaana Enterprises may fulfil orders using Goods supplied in metric measurements equivalent to the imperial measurements specified by the Buyer. Pricing shall be adjusted accordingly based on applicable conversion factors. Such substitutions shall constitute complete and valid performance of the Agreement unless the Buyer expressly rejects metric alternatives in writing at the time the order is placed.

5.0 Payment

5.1 Unless made on a cash basis, every sale requires advance payment or is subject to alternative credit terms expressly agreed in writing by an authorised Company Signatory. If credit period is granted, all payments shall fall due within a maximum period of thirty (30) Calendar Days from the invoice date. Invoices shall be issued upon completed delivery or collection of the Goods, or upon completion of the Services, as applicable. Payment may be made by cash, cheque, or bank transfer (including BACS), subject always to compliance with applicable Money Laundering Regulations. Time for payment is of the essence. Any credit facilities are granted entirely at Aryaana Enterprises’ discretion and may be reviewed, amended, suspended, or withdrawn at any time. Credit notes may be issued only where Aryaana Enterprises confirms eligibility and compliance with these Terms; they are strictly non-refundable and may be applied solely against future purchases from Aryaana Enterprises.

5.2 If the Buyer fails to make payment by the due date, statutory late payment interest shall accrue on all overdue sums at 8% per annum above the Bank of England base rate (or 8% per annum total where the base rate is below 0%), calculated daily from the 31st day after the invoice date, compounded monthly, and continuing both before and after judgment until payment is received in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The Buyer shall also be liable for all costs reasonably incurred by Aryaana Enterprises in recovering any overdue amounts.  Aryaana Enterprises may suspend, withdraw, or amend any credit facilities, refuse to fulfil any Order where the Buyer’s creditworthiness is unsatisfactory, and require security or advance payment prior to dispatch; no Goods will be released until such security or cleared funds are received.

5.3 In cases of short delivery, the Buyer shall remain liable for the full invoice value of all Goods delivered or made available for delivery. The Buyer shall not be entitled to make any deduction, deferment, retention, or withholding of payment on the grounds of alleged shortfall, defect, delay, set off, or counterclaim of any nature. The Buyer’s obligation to pay invoices in full is absolute and independent of any other claims, disputes, or rights of set-off.

5.4 Aryaana Enterprises may issue interim invoices throughout the duration of the Agreement. The final invoice shall be issued upon completed delivery or collection of all Goods, or upon completion of all Services. Subject to Condition 5.5, the Buyer must pay all invoiced sums within thirty (30) Calendar Days of the invoice date, or immediately where required as a condition of Aryaana Enterprises’ continued performance. Payment is a strict contractual obligation and a condition precedent to further performance by Aryaana Enterprises.

5.5 Any queries regarding an invoice must be notified to Aryaana Enterprises in writing within three (3) Business Days of the invoice date. After this period, the invoice shall be deemed accepted as correct and payable in full. Failure to pay when due renders all outstanding amounts, whether invoiced or not, immediately due and payable without further notice. Interest shall accrue on overdue sums in accordance with these Terms. Any dispute relating to one invoice or instalment shall not affect the Buyer’s obligation to pay all other invoices or instalments when due.

5.6 All overdue sums shall bear interest and may incur fixed charges and debt-recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Aryaana Enterprises shall be entitled to recover from the Buyer all reasonable legal fees, enforcement costs, administrative expenses, and third-party charges incurred in collecting overdue amounts.

6.0 Delivery, Storage, Collection, and Inspection

6.1 Delivery occurs when the Goods leave Aryaana Enterprises’ premises or any nominated third-party warehouse, regardless of carrier. Delivery dates are estimates only and are not binding. Time is not of the essence unless expressly agreed in writing. Aryaana Enterprises accepts no liability for any loss, whether direct, indirect, or consequential, including loss of profit or business, arising from delay or failure to deliver.

6.2 Aryaana Enterprises may deliver in instalments, each constituting a separate Agreement. Failure to deliver any instalment does not entitle the Buyer to cancel remaining instalments or the Agreement. Separate invoices shall apply to each instalment. Additional charges may apply where instalments are requested by the Buyer, including storage, insurance, handling, or delivery fees, whether performed by Aryaana Enterprises or a third-party warehouse.

6.3 Delivery will be made to the Buyer’s specified address, provided it is accessible to standard delivery vehicles. Where access is restricted, unsuitable, or unsafe, Aryaana Enterprises may deliver to the nearest safe and accessible point at the driver’s discretion. Unless otherwise agreed, delivery is kerbside only. The Buyer must provide adequate personnel and equipment for unloading. Aryaana Enterprises may charge for delays, failed deliveries, return loads, or where additional staff or equipment are required.

6.4 Where the Buyer collects Goods, they assume full responsibility for loading, securing, and transporting the Goods in compliance with applicable laws, and shall indemnify Aryaana Enterprises for any resulting losses. Charges for packaging, crates, pallets, or cases may apply; credits are only issued if returned in good condition within three (3) Business Days.

6.5 Estimated delivery or collection dates are for guidance only. Once Aryaana Enterprises notifies the Buyer that the Goods are ready for delivery or collection, the Buyer must take delivery or collect the Goods (or provide written instructions to enable delivery) within three (3) Business Days. If the Buyer fails to do so, Aryaana Enterprises may store the Goods at the Buyer’s risk and expense, treat the Agreement as repudiated, and resell the Goods, and any shortfall on resale together with all associated costs shall be payable by the Buyer.

6.6 Delivery is deemed complete when the Goods are unloaded at the Delivery Location or collected by the Buyer or its authorised representative, who is responsible for secure transport on collection. Any person signing the delivery or collection note is deemed authorised. The Buyer must inspect the Goods on receipt and record any visible discrepancies; where inspection is not possible, the note must state “Not Examined.” Goods not inspected or not the subject of a written notification within three (3) Business Days of delivery or collection shall be deemed accepted, and no subsequent claims for defects, shortages, or damage will be permitted.

6.7 The Buyer must notify Aryaana Enterprises in writing of any Defects, damage, or shortages within three (3) Business Days of delivery or collection. For valid notifications, Aryaana Enterprises may replace the Goods, supply missing items, issue a credit note or refund, or otherwise remedy the issue at its discretion. The Buyer must retain the Goods for inspection and may not repair, alter, or dispose of them without Aryaana Enterprises’ written consent.

6.8 Cancellation of any order, or part thereof, requires Aryaana Enterprises’ prior written consent. Bespoke and Non-Standard Goods are strictly non-cancellable, and the Buyer remains liable for full price. For call-off orders, if delivery is not requested before the Final Call-Off Date or payment is not made, Aryaana Enterprises may invoice and deliver the remaining Goods at the Buyer’s cost, or store/dispose of them at the Buyer’s risk.

6.9 Goods may only be returned with Aryaana Enterprises’ prior written authorisation. Returns must be new, unused, in resalable condition, in original undamaged packaging, and accompanied by invoice details and reason for return. Restocking fees apply, and the Buyer bears return costs of up to 50% of the invoice value unless due to Aryaana Enterprises’ error or Defective Goods. These Conditions also apply to third party warehouse returns.

6.10 Powder-based construction materials—including plasters, gypsum powders, cementitious products, dry mortars, jointing compounds, adhesives, and all hygroscopic or moisture-sensitive Goods—together with liquid construction materials, including protective coatings and similar liquid Goods—are strictly non-returnable once dispatched, collected, or released from any nominated warehouse, regardless of condition, use, or ordering error. This clause does not affect the Buyer’s rights under clauses 6.7 and 6.11 for Defective or non-conforming Goods.

6.11 Aryaana Enterprises’ liability for Defective Goods is strictly limited to the remedies set out herein and excludes all indirect or consequential losses. These provisions apply equally to Goods delivered or collected via third party warehouses.

7.0 Warranty and Liability

7.1 Reseller Status: The Buyer acknowledges that Aryaana Enterprises is an intermediary trader and not the manufacturer of the Goods. 

7.2 Nothing in these Terms limits or excludes Aryaana Enterprises’ liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for statutory obligations under the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982, including defective products under applicable construction regulations. Except as expressly stated, all other liability arising from contract, tort, or statutory duty is excluded. Where liability is established, Aryaana Enterprises may, at its sole discretion, repair, replace, or refund the purchase price of the Defective Goods, which shall constitute full and final settlement, and Aryaana Enterprises shall not be liable for any consequential or further loss or damages of any nature whatsoever.

7.3 Goods supplied are warranted to be free from defects in materials and workmanship under normal use for a reasonable period consistent with statutory obligations, unless a longer manufacturer’s warranty applies. This warranty does not cover defects arising from misuse, improper storage, abnormal conditions, unauthorised alteration, or failure to follow applicable British Standards, industry codes, or manufacturer instructions. The Buyer remains responsible for determining suitability for its intended purpose; no warranty of fitness for a particular use is implied unless expressly confirmed in writing.

7.4 To make a warranty claim, the Buyer must notify Aryaana Enterprises in writing promptly upon discovering the Defect. Goods must not be used or altered before Aryaana Enterprises has had a reasonable opportunity to inspect them. The Buyer must retain the Goods in safe condition and, if requested, return them at its own risk and expense. Claims made after a reasonable period consistent with statutory obligations, or for Goods altered without prior consent, shall be excluded.

7.5 Aryaana Enterprises shall not be liable for any indirect or consequential losses, including loss of profit, business, contracts, revenue, anticipated savings, or goodwill. Total liability for any claim or related series of claims shall not exceed the price paid for the Goods to which the claim relates.

7.6 Where Goods are manufactured or processed by a third party, Aryaana Enterprises’ liability is limited to remedies available from that third party. Where Goods are made to the Buyer’s specifications, liability arises only where Aryaana Enterprises has failed to follow instructions accurately, acted fraudulently, or provided written confirmation of suitability. The Buyer shall indemnify Aryaana Enterprises against all losses, liabilities, and expenses arising from third party claims, intellectual property infringement, or defects attributable to the Buyer’s instructions, specifications, or materials.

7.7 The Buyer shall comply with all applicable environmental and safety laws in connection with the use, storage, or disposal of Goods. Aryaana Enterprises shall have no liability for failure to comply, and the Buyer shall indemnify Aryaana Enterprises against any resulting fines, costs, or enforcement action.

7.8 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or representations. The Buyer is responsible for obtaining insurance for all risks associated with use or installation. Where applicable, Aryaana Enterprises will pass on manufacturer warranties, subject to any conditions or limitations imposed by the manufacturer.

7.9 Where required, Aryaana Enterprises shall provide relevant technical and safety documentation, including declarations of performance, in accordance with applicable UK law, including the Construction Products Regulations 2013 (as amended), UK REACH, and GB CLP. Any confidential or commercially sensitive information may be redacted or disclosed subject to an appropriate confidentiality undertaking.

8.0 Risk and Title

8.1 Risk in the Goods shall pass to the Buyer immediately upon delivery as contemplated in Condition 6.1, unless otherwise expressly agreed in writing. Notwithstanding the transfer of risk, legal and beneficial title to the Goods shall remain with Aryaana Enterprises until full payment has been received for all sums due under this or any other Agreement between the parties, whether or not related. For the avoidance of doubt, once risk has passed under this Condition, Aryaana Enterprises shall not be obliged to accept the return of powder-based Goods and/or liquid Goods, whether delivered, collected, or released from any third-party warehouse nominated by Aryaana Enterprises, as set out in Condition 6.10.

8.2 Until title passes, the Buyer shall hold the Goods as fiduciary bailee and agent for Aryaana Enterprises, store them separately from other goods, and maintain them in a manner that clearly identifies them as Aryaana Enterprises’ property. The Buyer shall not remove, deface, alter, or obscure any identifying marks, labels, or serial numbers affixed to the Goods. Aryaana Enterprises may, at its sole discretion and upon written confirmation, transfer title prior to full payment.

8.3 The Buyer may, in the ordinary course of business, resell or use the Goods prior to full payment. Any resale shall be as principal and not as agent of Aryaana Enterprises. Title to the Goods shall remain with Aryaana Enterprises until full payment has been received, notwithstanding any resale in the ordinary course of business. Proceeds of any such resale, or any insurance proceeds relating to Goods in respect of which title has not yet been passed, shall be held on trust for Aryaana Enterprises in a separate, identifiable account solely for its benefit and shall not be overdrawn, pledged, or mixed with other funds.

8.4 Aryaana Enterprises may revoke the Buyer’s right to resell or use the Goods with immediate effect by written notice if the Buyer fails to make any payment when due, if any payment is dishonoured, or if Aryaana Enterprises reasonably believes the Buyer to be insolvent. In such circumstances, or upon insolvency, the Buyer shall promptly return the Goods or make them available for collection. Aryaana Enterprises shall have the right to enter the Buyer’s premises to repossess any Goods in which title remains vested.

8.5 Aryaana Enterprises reserves the absolute right to allocate any payment received from the Buyer to such outstanding invoices or debts as it considers appropriate, notwithstanding any contrary instruction, designation, or reference provided by the Buyer.

9.0 Non-Payment, Insolvency, and Termination

9.1 An insolvency event shall be deemed to occur if the Buyer becomes bankrupt, enters liquidation or administration, makes any arrangement with creditors (other than for the purpose of solvent restructuring), is subject to a moratorium, ceases or threatens to cease trading, or has a receiver, administrator, or similar officer appointed. An insolvency event shall also be deemed to occur if Aryaana Enterprises reasonably and in good faith believes that the Buyer is unable to pay its debts as they fall due.

9.2 If the Buyer fails to make any payment when due, experiences an insolvency event, alters its legal structure or control (in the case of a company or partnership), or commits any material breach of the Agreement, then, without prejudice to any other rights or remedies, Aryaana Enterprises may declare all outstanding sums immediately due and payable. Aryaana Enterprises may also suspend or cancel any further deliveries, require prepayment in cleared funds prior to any further performance, and enforce its rights under Condition 8.0 in relation to title and repossession of Goods.

9.3 The Buyer shall indemnify Aryaana Enterprises in respect of all reasonable costs incurred in the recovery of overdue amounts, including legal fees, debt collection charges, and third-party tracing expenses. Where the Buyer is acting in the course of business, Aryaana Enterprises may also claim interest, compensation, and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

9.4 Aryaana Enterprises may terminate or suspend the Agreement, in whole or in part, with immediate effect by written notice if any of the following apply: payment remains overdue; an insolvency event has occurred; the Buyer refuses or fails to accept delivery of the Goods; the Buyer materially breaches the Agreement; the Buyer exceeds any agreed credit limit; the Buyer obstructs the provision of services; or circumstances such as supply shortages necessitate alternative arrangements. During any period of suspension, Aryaana Enterprises may require full prepayment or appropriate security and shall retain a general lien over any of the Buyer’s property in its possession for unpaid sums.

9.5 Upon termination, all sums due under the Agreement shall become immediately payable. Aryaana Enterprises shall be entitled to issue invoices for all Goods delivered or Services rendered but not previously invoiced, which shall be payable immediately upon receipt. Termination shall be without prejudice to any accrued rights or remedies and shall not affect any limitations or exclusions of liability set out in these Terms.

9.6 Aryaana Enterprises may terminate this Agreement with immediate effect by written notice if the Buyer commits a material breach that is incapable of remedy or the Buyer fails to remedy a remediable breach within seven (7) Working Days of receiving written notice specifying the breach and requiring rectification. Aryaana Enterprises 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, including but not limited to pandemics, fire, industrial action, strikes, supply chain disruptions, or governmental restrictions.

10.0 Indemnity

10.1 The Buyer shall indemnify Aryaana Enterprises against all losses, damages, costs, and expenses (including legal fees) arising from any intellectual property infringement claims resulting from the Buyer’s specifications, materials, or instructions, or from compliance with the Buyer’s directions, whether lawful or not.

10.2 The Buyer shall indemnify Aryaana Enterprises against any third-party claims arising from the incorporation or resale of the Goods or Services, including all direct, indirect, and consequential losses.

10.3 The Buyer further indemnifies Aryaana Enterprises against any liabilities arising from statutory obligations to the extent attributable to the Buyer’s instructions, misuse, or onward resale, including Health & Safety obligations, export or import compliance, and environmental regulations. Liability arising from fraud, gross negligence, or mandatory statutory obligations cannot be excluded or limited.

11.0 General

11.1 Data Protection

11.1.1 Each party shall comply with all applicable Data Protection Laws, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018. Terms such as “Personal Data,” “Data Subject,” “controller,” and “processor” shall have the meanings set out in UK GDPR.

11.1.2 Personal Data processed under the Agreement may include contact details of personnel, representatives, or customers, and shall be used solely for contract administration, order management, fulfilment, and delivery. Where one party acts as a processor on behalf of the other, it shall comply with Article 28(3) of the UK GDPR and shall not disclose, transfer, or use such data except as permitted under this Agreement or with prior written consent of the controller.

11.1.3 Aryaana Enterprises may appoint sub-processors, including advisors, contractors, or auditors, provided such sub-processors are bound by written agreements imposing data protection obligations no less protective than those set out herein. In the event of a Personal Data Breach, complaint, or notice, the affected party shall promptly notify the other and provide reasonable cooperation. Both parties shall implement appropriate technical and organisational measures to protect Personal Data.

11.2 Governing Law and Disputes

This Agreement is governed by the laws of England and Wales. Any disputes arising shall be subject to the exclusive jurisdiction of the courts of England and Wales. Waiver of any breach does not constitute a waiver of future breaches. If any provision is held invalid, unenforceable, or illegal, the remainder of the Agreement shall remain in full force and effect.

11.3 Assignment and Transfer

Aryaana Enterprises may assign, transfer, or sub-contract its rights or obligations. The Buyer may not assign, transfer, or otherwise dispose of any rights or obligations under this Agreement without Aryaana Enterprises’ prior written consent. This Agreement does not confer rights on third parties. Until Aryaana Enterprises confirms in writing that the Buyer’s account has been updated to a limited company, the Buyer remains fully responsible for all transactions under this Agreement.

11.4 Compliance – Anti-Bribery, Export, and Trade Sanctions

The Buyer shall comply with the Bribery Act 2010 and ensure neither it nor its employees or agents engage in bribery, promptly reporting any actual or suspected violations to Aryaana Enterprises. The Buyer shall not resell, transfer, or otherwise dispose of Goods to any party subject to sanctions imposed by the UK, EU, UN, or US, and shall indemnify Aryaana Enterprises against any breach. Aryaana Enterprises shall comply with all applicable trade and export laws, to the extent relevant to its role as an importer and reseller of the Goods.

11.5 Export and Import Compliance

The Buyer is responsible for compliance with all applicable export and import regulations, including customs duties, taxes, and other related requirements. The Buyer shall indemnify Aryaana Enterprises against any costs, claims, penalties, fines, or losses arising from non-compliance.

11.6 Confidentiality

Both parties shall maintain the confidentiality of each other’s information except where disclosure is required to employees, officers, representatives, or advisors solely to perform duties under this Agreement, or as required by law. The Buyer agrees that Aryaana Enterprises may disclose the Buyer’s confidential information to third parties for trade references, credit verification, or as requested by the Buyer, but not for any other purpose without prior written consent.

11.7 Force Majeure

A force majeure event includes, without limitation, pandemics, acts of God, accidents, explosions, fire, transport delays, strikes, industrial disputes, supply shortages, and difficulty obtaining materials. Aryaana Enterprises shall not be liable for failure or delay due to circumstances beyond its reasonable control. If delays or costs are caused by the Buyer or its agents/third parties, the Buyer shall indemnify Aryaana Enterprises for any resulting losses or expenses.

11.8 General Provisions

The Buyer shall not assign, delegate, or sub-contract any rights or obligations without Aryaana Enterprises’ prior written consent. Notices must be in writing and may be delivered in person, by email, or by post. Failure or delay in exercising any right or remedy does not constitute a waiver of that right. If any provision is invalid or unenforceable, the remainder shall remain in full force, and the parties shall negotiate in good faith to replace it with a valid provision most closely reflecting the original intent.

11.9 Copyrights, Patents, Trademarks, and Intellectual Property

All intellectual property rights in and relating to the Goods—including trademarks, trade names, copyrights, patents, designs, or other proprietary rights—remain vested in Aryaana Enterprises or its licensors and do not transfer to the Buyer. The Buyer shall indemnify Aryaana Enterprises against all liabilities, costs, or expenses arising from infringement claims where Goods are manufactured, processed, or supplied in accordance with the Buyer’s specifications.