TERMS & CONDITIONS
1 Introduction
1.1 These terms and conditions constitute the entire terms and conditions upon
which the Customer agrees to contract for the purchase of Products.
1.2 This Agreement supersedes any written or oral representations, statements,
understandings or agreements, except where specifically varied by written
agreement by Colto Living.
1.3 By placing an order for the Products, you, the Customer, confirm your
acceptance of the terms of the Agreement.
1.4 In the event of any conflict between the Agreement and any other
document, the Agreement shall prevail.
1.5 Definitions In this Agreement:-
“Agreement” means these terms and conditions together with the Order
Confirmation.
“the Customer” and “You / Your” means the company, firm, person, persons,
corporation or public authority identified in the Order Confirmation as
contracting for the Service and includes their successors or personal
representatives.
“Order” means the Customers instruction to Colto Living to proceed with the
supply of the Products.
“the Order Confirmation” means the email or letter sent to the Customer by
Colto Living which sets out details of the Service to be provided, price,
completion date (if any) and such other specific contractual terms as may be
appropriate.
“Colto Living” or “we/our/us” means Colto Living Limited , a company
registered in England (Company Number 15941905) and with its registered office
at 2 Lingerfield Court, Market Flat Lane, Knaresborough, HG5 9BE.
“Product or Products” means any items sold by Colto Living as more fully
described in the Order Confirmation.
“Charges” means the prices for the products/Service set out in the Order
Confirmation.
"Wastage" means the natural wastage due to the nature of cutting, treating and
transporting some of the products provided. We recommend that Customers
order a minimum additional 10% [MG1] [MG2] to cover wastage of some of our products, details of
which will be provided in the buying guide
[MG3] [MG4] “Working Day” means within the hours of 9.00am to 5.00pm, Monday to Friday
only, not including bank holidays;
“Writing” includes any written paper document, any fax and any email
correspondence.
2. Service Provision
2.1 Colto Living will provide an Order Confirmation for all orders accepted but
reserves the right to accept or reject any order.
2.2 Colto Living will use all reasonable endeavours to provide the Products as
described in the Order Confirmation.
2.3 Where an Order is placed orally or in the event of any dispute as to the
Order, the Order Confirmation shall be deemed as the authoritative Order.
2.4 We reserve the right to use 3rd party haulage companies to deliver Products
as described in the Order Confirmation.
3. Customer Obligations
3.1 The Customer shall pay the Charges for the Products in accordance with
clauses 5 and 6 below.
3.2 The Customer is responsible for notifying Colto Living as soon as
reasonably possible (within 48 hours) in the event of any problem with the
Products, together with such information as Colto Living may request.
3.3 The Customer is responsible for providing a satisfactory level of cooperation
and for providing all necessary information and access to enable Colto Living
to deliver a quality service including;
3.3.1 provision to Colto Living promptly of all information and documentation
reasonably required by Colto Living.
3.3.2 correct measurements, Product details, quantity and all relevant details.
3.3.3 provision of suitable access and facilities.
3.4 The Customer is responsible for informing Colto Living as to the nature of
the road surface at the delivery address. Some surfaces (such as gravel or loose,
uneven or sloping ground) is not suitable for a pallet truck. If the point of
delivery is unsuitable for delivery by pallet truck and we are unable to make the
delivery due to this, the Customer may be liable for additional delivery charges.
[MG5] 3.5 The Customer is recommended to cater for Wastage when placing an order.
Due to the production and transportation methods
involving some of the products supplied up to 10% of your order may not be
useable due to any of the following; chips, blemishes,
breakages. We strongly advise ordering a minimum of 10%
additional material to cover the natural markings and variation in the products
supplied. Additional material may also be required to cover positioning and any
wastage caused by cuts and the installation process. [MG6] [MG7]
3.6 Without prejudice to its rights in terms of Clause 9 hereof, Colto Living is
entitled to suspend or terminate the Agreement if the Customer fails to comply
with any of its obligations under this clause
4. Cancellation Policy[MG8]
Calling 03300 437890 or emailing info@coltoliving.co.uk[MG9] ,
giving details of the items ordered, within 7 days of receipt of the Products.
4.2 In the event of cancellation of Orders, Colto Living must be informed
within five days from the Customers placing their order. The Customer will not
be liable to pay if the Customer cancels within 5 days [MG10] [MG11] based on a standard lead
time.
4.3 Other than what is set out in 4.1 above no cancellation is offered by Colto Living.
4.4 Products returned to us remain at your risk until received by us
4.5 If you cancel your Order under Condition 4.1 we will refund all monies paid
by you. We will refund any monies to you within a maximum of 30
days of receiving your cancellation notice. Where Products have already been
loaded or dispatched, cancelled orders will be subject to a 20% re-stocking
surcharge.
4.7 The Customer is also subject to additional delivery costs if the delivery date is
amended after the Products have been loaded or dispatched.
4.8 Where you fail to return the Products to us, we shall be entitled to charge
you for the reasonable costs of collecting the Products from you. We reserve the
right to deduct such costs from any refund due to you.
5. Returns
5.1 Notification of damage, loss of goods in transit or of non-delivery must be
given in writing to Colto Living and the carrier within three clear days of
delivery (or, in the case of non-delivery, within 28 days of notification of
despatch of the goods/the agreed delivery date) and any claim in respect
thereof must be made in writing to Colto Living and the carrier within seven
clear days of delivery (or in the case of non-delivery, within 42 days of
notification of despatch/agreed delivery date). All other claims must be made in
writing to Colto Living within 28 days of delivery. Colto Living shall not be liable in respect of any claim unless the aforementioned requirements have
been complied with except in any particular case where the Customer proves (i)
it was not possible to comply with the requirements and (ii) advice (where
required) was given and the claim made as soon as possible.
6. Delivery
6.1 Completed Orders will be sent to the delivery address that you have given on
your Order form. We cannot be held responsible if that delivery address is
incorrect or incomplete. Please note that we do not deliver to PO boxes.
6.2 Colto Living shall bear all risk in respect of consignments until delivered to
the address you gave us. Once an Order has been received by you, all risk of damage to, or
loss of, the Products shall pass to you.
6.3 We shall be entitled to (a) deliver a completed Order in instalments and each
instalment shall be deemed to constitute a separate contract and (b) supply only
part of an order.
6.4 Delivery dates are approximate only and not an essential term of the
Agreement. Colto Living shall have no liability in respect of delay in delivery to
the Customer.
6.5 We only deliver to the kerbside. However in the event that the Customer
requires us to deliver on their private property. This will be at the discretion of
the driver/management and may be refused and will be subject to the Customer
indemnifying Colto Living against all damages.
6.6 Should Colto Living not receive delivery instructions or b) be unable
through no fault of Colto Living to effect delivery within 30 days after
notification to the Customer that items are ready for despatch, the Customer
shall take delivery or arrange for storage. Should the Customer fail to take
delivery or arrange for storage, we shall be entitled to arrange storage either at
our own works or elsewhere on your behalf and all charges for storage, for
insurance or for demurrage shall be payable by you.
6.7 If delivery of special orders on credit terms are delayed through no fault of Colto Living,
the customer will be invoiced in full 30 days after the agreed delivery date,
regardless of delivery having been made or not.
6.8 Storage and transport cost fees will also be charged
7. Indemnification
7.1 The Customer shall indemnify Colto Living and keep Colto Living
indemnified against any liability to any third party arising out of or connected
with the Customer’s use of the Products.
7.2 The Customer hereby indemnifies and holds harmless Colto Living against
all claims , demands, losses, damages, costs or expenses howsoever arising
incurred by Colto Living in connection with the Agreement as a result of a
breach by the Customer of any provision of this Agreement, law or regulation.
8. Charges
8.1 Charges shall be based upon the Customer paying the Contract price as
specified in the Order Confirmation.
8.2 For cash sales all Payment must be received prior to delivery.
8.3 Charges are based upon the Customer paying for the Products in advance
including a 2% fee for when using a commercial credit card.
8.4 This contract is divisible. Each individual delivery made shall be deemed to
arise from a separate contract and shall be invoiced separately; any invoice for a
delivery shall be payable in full in accordance with the terms of payment
provided for herein, without reference to and notwithstanding any defect of
default in delivery of any other instalment
9. Payment
9.1. Subject to any special terms (Customers with Credit Accounts) which we may
agree with you in the Order Confirmation or otherwise in writing the Customer
is expected to make full payment in advance. Please note the Order will only be
processed when the payment has cleared.
9.2 Time of payment shall be of the essence of the Agreement. You shall not be
entitled to set off or withhold any payment for any reason whatsoever.
9.3 If you fail to make payment within the period specified in clause 8.1 then,
without prejudice to any other right or remedy available to us, we shall be
entitled to:-
9.3.1 Suspend any further service provision to you and/or suspend performance
of the Services; and/or
9.3.2 cancel the Agreement; and/or
9.3.3 charge you interest on the amount unpaid, at the rate of 4 per cent per
annum above the Bank of England base rate from time to time, until payment is made.
9.4 The Customer shall not be entitled by reason of any set-off, counter-claim,
abatement, or other deduction to withhold payment of any amount due to
Colto Living. All payments made are non-refundable.
9.5 Colto Living does not accept payment by cheque.
9.6 Colto Living may pass on overdue invoices to professional debt collectors.
9.7 All Products supplied shall remain the property of Colto Living until
payment is made in full or all sums due under all contracts and/or agreements
between Colto Living and the Customer.
9.8 All quotations issued by email or through the website will be valid for 30 days
from the date issued.
10. Amendments to Contract
10.1 Should the Customer require a change to any aspect of an Order or in or
any other aspect of this Agreement, such change shall be requested in writing.
Colto Living shall advise the Customer of the effects including any increase in
the Charges which may result and the Agreement shall be modified to reflect
such changes.
11. Product Characteristics
11.1 The nature of our products means that the look, colour, tone and texture
may vary resulting in the actual product differing in shape, size and appearance
from the samples provided the photographs in our brochure or website.
11.2 It is strongly recommended that Customers request physical samples from
any range before placing orders.
11.3 The Customer is responsible for ensuring that the goods are suitable for
their intended purpose and no warranty condition or representation is given by
Colto Living as to the fitness of the goods for any particular purpose
unless otherwise expressly agreed.
11.4 The goods are sold on the express understanding that they are subject to
formation characteristics, variation in colour, texture and markings and are all
part of the makeup and appeal of our products.[MG12] [MG13]
12. Disclaimer and Limitation of Liability
12.1 Except as expressly provided in this Agreement, no warranty, condition,
undertaking or term, expressed or implied, statutory or otherwise, as to the
condition, quality, performance, durability or fitness for purpose of the Products
is given or assumed by us and all such warranties, conditions, undertakings and
terms are hereby excluded insofar as permitted by law.
12.2 we shall not in any case be liable to you or to any other party for direct,
special, incidental, consequential indirect or similar loss or damages (including
all manner of costs, fees and expenses) arising from breach of warranty, breach
of contract, negligence or any other cause.
12.3 If any exclusion, disclaimer or other provision contained in this Agreement
is held to be invalid for any reason by a court of competent jurisdiction and
Colto Living Limited becomes liable thereby for loss or damage that may lawfully
be limited, such liability whether in contract , tort (including negligence but
specifically excluding personal injury or death resulting from Colto Living
Limited’s negligence) or otherwise, will not exceed the value of the Order.
12.4 Colto Living shall have no liability for delay or for any effect upon the
quality of the Service caused by external activities, third party failures or
problems suffered as a result of the Customer’s internal communication or the
lack of accessibility or cooperation of the Customer.
13. Confidentiality
13.1 Each party will keep confidential any Confidential Information disclosed to it
by the other . Neither party will disclose any Confidential Information to any
third party, save to its agents , subcontractors, advisers or to an employee who
needs to have access to such Confidential Information in connection with the
performance of any obligations under the Customer Agreement, PROVIDED
THAT the disclosing party will be responsible for ensuring that any person to
whom it makes any such disclosure complies with this Clause
13.2 This Clause 13 shall survive termination of this Agreement.
14. Cancellation by Us
14.1 Colto Living may without prejudice to its other rights be immediately
entitled to suspend or cancel each or any of its contracts with the Customer
upon the occurrence of any of the following:
14.1.1 The Customer shall fail to make payment of any sum owing on the due
date or commits any act of bankruptcy or makes any arrangements with its
creditors or if any execution or distress is levied upon the goods of the
Customer; or
14.1.2 Being a body corporate shall have a receiver or administrative receiver
appointed or if any petition be presented for an administration order or if any
petition be presented or resolution passed for the winding up of the same
(otherwise than for the purpose of a bona fide amalgamation or reconstruction)
or Compounds with its creditors or becomes insolvent or any step is taken to
proceed to such winding up or receivership or if any court order is made upon
or against any of the Customer’s property or anything similar or analogous to
the foregoing occurs in any jurisdiction other than England; or
14.1.3 The Customer makes default in respect of any of its obligations under any
of its contracts with Colto Living. Any occurrence of the above events shall
render all amounts owing in respect of goods sold by Colto Living to the
Customer to become immediately due and payable.
14.2 We reserve the right to cancel the contract between us if:
(i) we have insufficient stock to deliver the Products you have ordered ;
(ii) we do not deliver to your area; or
(iii) one or more of the Products you ordered was listed at an incorrect price due
to a typographical error or an error or change in the pricing information.
14.3 If we do cancel your Order we will notify you by e-mail or by letter and will
re-credit to your account any sum deducted by us from your credit card as soon
as possible but in any event within 30 days of your Order.
14.4 In the event of cancellation, Colto Living reserves the right to retrieve all
property belonging to Colto Living.
14.5 Ethical clause - Colto Living will not tolerate duplicity, deceit or pretence
regards the parties using the Service, or in any way abusing the Service,
reserving the right to terminate services as a result of such behaviour.
14.6 Colto Living has the right to terminate services if the Customer
consistently damages or intentionally or unintentionally damages Products over
a sustained period.
15. Force Majure
15.1 Colto Living shall not be liable to you or be deemed to be in breach of the
Agreement by reason of delay in performing, or any failure to perform, any of
our obligations in relation to the Services, if the delay or failure was beyond our
reasonable control. Without prejudice to the generality of the foregoing, the
following shall be regarded as causes beyond our reasonable control:
15.1.1 act of god, explosion, flood, tempest, fire or accident; weather.
15.1.2 war or threat of war, sabotage, pandemic flu or virus, insurrection, civil
disturbance or requisition;
15.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures or any
kind on the part of any governmental, parliamentary or local authority;
15.1.4 import or export regulations or embargoes;
15.1.5 strikes, lock-outs or other industrial actions, power cuts or trade disputes
(whether involving our employees or of a third party); or
15.1.6 technical problems, external circumstances preventing suppliers
delivering against deadlines or preventing delivery of 3rd party against agreed
commitments.
16. Intellectual Property rights and ownership
16.1 Unless otherwise agreed in writing, any intellectual property rights arising
out of this Agreement shall vest in Colto Living. The Customer is granted a
non-exclusive, non-transferable, royalty-free licence to use that intellectual
property for the purposes envisaged by the Agreement.
17. Disputes
17.1 Should any dispute arise in connection with this Agreement, the parties
shall attempt to settle same by negotiation however should the dispute not be
resolved within 30 days of the first intimation of the dispute then parties shall
attempt to settle it by Mediation, prior to court litigation in accordance with the
Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
18. Assignment
18.1 Neither party shall assign, transfer, sub-contract, or in any other manner
make over to any third party the benefit and/or burden of this agreement
without the prior written consent of the other, which consent shall not be
unreasonably withheld or delayed.
19. Notices
19.1 Any notice, demand or other communication given or made under or in
connection with the matters contemplated by this Agreement shall be deemed
to have been duly given and received;
19.1.1 if personally delivered, upon delivery at the address of the relevant party;
19.1.2 if sent by first class post, two business days after the date of posting;
19.1.3 if by email, when sent; provided that if, in accordance with the above
provision, any notice, demand or other communication would otherwise be
deemed to be given or made after 17:00 hours, it shall be deemed to be given or
made at the start of the next business day.
19.2 Any notice personally delivered or sent by first class post shall be delivered
to the address of the relevant party set out in the Order Confirmation for the
Customer and on the Colto Living Web site for Colto Living.
20. General
20.1 Failure or delay by Colto Living in enforcing any term of the Agreement
shall not be construed as a waiver of any of its rights under it.
20.2 The illegality, invalidity or unenforceability of any part of this Agreement
will not affect the legality, validity or enforceability of the remainder.
20.3 The construction, validity and performance of this Agreement shall be
governed by English Law and the parties submit themselves to the non-exclusive
jurisdiction of the English Courts.
Colto Living Limited
[MG1]Is this sufficient?
[MG2]Sufficient
[MG3]Discuss with Mike if we require a product guide
[MG4]Removed product guide
[MG5]Reference to product guide
[MG6]References to natural. Shall we leave in just in case we do sell some?
[MG7]Surface variations and discolouration removed
[MG8]A few questions here on location that returns are taken to
[MG9]Number and email setup
[MG10]Need to work out our expected lead times
[MG11]Changed from receiving to ordering and shortened
[MG12]This looks like a reference to natural stone. Ask Mike if he feels we can remove it. Maybe better to keep to cover us if we do sell any natural stone
[MG13]Applicable