Terms and Conditions
Business Day : a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions : the terms and conditions set out in this document
Contract : the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Control : shall have the meaning given in section 1124 of the Corporation Tax Act 2010
Customer : the person or firm who purchases the Products from the Supplier.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)[; and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party
Force Majeure Event : an event or circumstance beyond a party's reasonable control.
Products : the products (or any part of them) set out in the Order.
Order : the Customer's order for the Products, as set out in the Customer's purchase order form, the Customer's written or telephone acceptance of the Supplier's quotation, or overleaf, as the case may be.
Supplier : Consult Design Create Limited (registered in England and Wales with company number 06696398 ) trading under the brands Tootega and Silverbirch.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
A reference to writing or written includes emails.
2.
Basis of Contract and Orders
Any Orders under £780 will not be eligible for any enhanced stockist or demo discounts and cancellation of any scheduled Orders may forfeit any settlement discount the Customer may be entitled to for the remainder of the year
The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue unless stated otherwise in writing
3.
Products
4.
Delivery and Returns
Collections must be pre-arranged, and the Customer must report to the office on arrival.
Mainland UK delivery options are laid out in the Dealer program.
Deliveries will be charged based on the Dealer program in force at the date of the Order.
Rest of world deliveries can be organised at the Supplier’s discretion. Prices will be quoted and confirmation to proceed will be required prior to dispatch of Products.
The Supplier shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
Delivery is completed on the completion of unloading of the Products at the Delivery Location.
All Products must be inspected at the point of delivery and if damage is identified the delivery note should be signed for as damaged and the Supplier notified within 24hrs with information of the damage and clear images of the damage.
Products cannot be returned for credit without the Supplier’s agreement. Any authorised return will be subject to a 10% restocking charge. Any costs of devaluation of stock due to aged product and/or damage will be removed from and credit. All associated shipping charges are not refundable.
5.
Quality
The Supplier warrants that on delivery the Products shall:
conform in all material respects with their description; and
Be free from material defects in design, material and workmanship .
In addition to clause 5.1 above, there are separate specific products warranties provided for each of the Tootega and Silverbirch brands by the Supplier which can be found online.
Subject to clause 5.4 , if:
the Supplier is given a reasonable opportunity of examining such Products; and
The Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
The Supplier shall not be liable for the Products' failure to comply with the warranty set out in clause 5.1 in any of the following events:
the Customer makes any further use of such Products after giving notice in accordance with clause 5.3 ;
the Customer alters or repairs such Products without the written consent of the Supplier;
Except as provided in this clause , the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.1 .
These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.
The risk in the Products shall pass to the Customer on completion of delivery.
Title to the Products shall not pass to the Customer until the earlier of: the Supplier receives payment in full (in cash or cleared funds) for the Products and any other Products that the Supplier has supplied to the Customer, in which case title to the Products shall pass at the time of payment of all such sums.
Until title to the Products has passed to the Customer, the Customer shall:
not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1 ; and
If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1 , then, without limiting any other right or remedy the Supplier may have:
the Customer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and
Excludes the costs and charges of transport of the Products, which shall be invoiced to the Customer.
The Supplier may invoice the Customer for the Products on or at any time after the completion of delivery.
Initial orders will be invoiced on proforma basis, with up to a 30 day term account available, subject to the Customer meeting the Supplier’s credit approval.
The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence. The date a payment will be considered to have been paid is based on cleared fund in the CDC bank account.
Preferred payment methods are Bank transfer or Debit card payment. All transfer fees and exchange rates are the Customer’s responsibility to pay.
All purchase discounts will be fixed by the date set in the current dealer program based on the Supplier’s commitments to the brands and all any purchase discounts will be issued by the Supplier as a settlement discount for payment made within 30 days of the date of invoice.
8.
Termination
there is a change of Control of the Customer
Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier or refuse to accept any future Orders if the Customer becomes subject to any of the events listed in clause 8.1 (a) to clause 8.1 (e) , or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.
Brexit trigger, renegotiation and termination clause
Right to renegotiate or terminate. If a Brexit Trigger Event occurs, the impacted party may:
require the other party to negotiate in good faith an amendment to this Agreement to alleviate the Brexit Trigger Event; and
If no such amendment is made to this Agreement within 30 days, terminate this Agreement by giving the other party not less than 7 days and not more than 14 days written notice. On termination under this clause, clause 8 (Termination) shall apply.
Brexit Trigger Event means any of the following events occurring at any time after the UK ceases to be a Member State of the European Union:
a substantial adverse impact on a party's ability to perform the agreement in accordance with its terms and the law;
an increase in the costs incurred by a party in performing the agreement of at least 5% since the price was last agreed;
the price under this Agreement is at least 5% lower than the market value for similar products or services (an impact on the Supplier);
Overlap with other rights and obligations. Save as expressly provided in this clause 9, a Brexit Trigger Event shall not terminate or alter (or give any party a right to terminate or alter) this contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of this Agreement, the provisions of this clause shall prevail.
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
fraud or fraudulent misrepresentation;
11.
Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
12.
General
12.1 Assignment and other dealings.
12.3 Data protection
Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
12.4 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
12.9 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.
12.10 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 this Contract or its subject matter or formation.
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