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B2B Terms & Conditions

AGREED TERMS

  1. About us
    • Company details. The Carat Shop Limited (company number 05719733) (we and us), is a company registered in England and Wales and our registered office and trading office is at the Studio, Grasslands, Pye Corner, Gilston, Herts, CM20 2RB. Our VAT number is 989588812GB. We operate the website https://www.thecaratshop.co.uk (Website).
    • Contacting us. To contact us, please email info@thecaratshop.co.uk or telephone our customer service line on 01279 442528. How to give us formal notice of any matter under the Contract is set out in clause 2.
  2. Our contract with you
    • Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
    • Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    • These Terms and the Contract are made only in the English language.
    • Your copy. You should print a copy of these Terms or save them to your computer for future reference.
  3. Placing an order and its acceptance
    • Placing your order. Please follow the onscreen prompts to place an order or please email info@thecaratshop.co.uk with details of your order using an excel format. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms (Order).
    • Minimum Order. The minimum value of your first order must be at least £250 plus value added tax (or an equivalent in another currency) (excluding any delivery and shipping costs). Any subsequent order must be of a value of a least £100 plus value added tax (excluding any delivery and shipping costs).
    • Correcting input errors. When your order is placed online using our website, our order process allows you to check and amend any errors before submitting your order to us if your order is placed online. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
    • Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 5.
    • Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
    • If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
  4. Our goods
    • If there is not an image of the Goods displayed on the Website, one can be provided on request.
    • Any images of the Goods on our site or provided to you are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
    • Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.
    • The packaging of your Goods may vary from that shown on images on our site.
    • We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
  5. Return and refund
    • You may cancel the Contract and receive a refund, if you notify us as soon as possible and return the Goods to us at your cost within 14 days of receiving the Goods.
    • However, this cancellation right does not apply in the case of:
      • all earrings due to hygiene reasons; and
      • all personalised Goods or any Goods made to order;

unless the Goods are faulty.

  • To cancel the Contract, you must email us at info@thecaratshop.co.uk and provide your name, address, order number and contact details. Once we have received your email, we will email you to confirm we have received your cancellation. Your cancellation will be effective from the date you send us the email.  
  • You must return the Goods to us in its original packaging. If the Goods have been opened or are not returned to us in its original packaging, you may not cancel the Contract and receive a refund.
  • We will only refund you for the delivery costs you incur to return the Goods to us if they are faulty. We will not refund the delivery costs for the initial delivery of the Goods as this will be part of a larger order. The delivery costs refunded will be the cost of delivery by the least expensive method we offer. We will refund you within 7 days of receipt of the returned Goods.
  • If the Goods are faulty and you would like them exchanged with the equivalent same item, we will use our reasonable endeavours to ensure that the Goods are collected by a courier organised by us on the next working day (Courier) following receipt of the returned Goods. The exchanged Goods will be sent to the shipping address contained in your Order. We will not send the exchanged Goods directly to any third party.
  • Notwithstanding clause 4.1 if you have returned the Goods to us under this clause 4 because they are faulty you will have 30 days from receiving the Goods to return them to us.
  • If you return Goods under this clause 4, we will refund the price of the Goods to you on the credit card or debit card used by you to pay.
  • If Goods have been delivered to you before you decide to cancel the Contract, then you must return them to us without undue delay and in any event not later than 14 days after the day on which you received the Goods. You can return the Goods to our address (the Studio, Grasslands, Pye Corner, Gilston, Herts, CM20 2RB).
  1. Delivery, transfer of risk and title
    • When you place an Order with us before 10.00am we will use our reasonable endeavours to ensure that the Goods are collected by a Courier on the same working day.
    • If any Order is placed after 10.00am we will use our reasonable endeavours to ensure that the Goods are collected by the Courier on the next working day following the order.
    • Once the goods have been collected by the courier, we will contact you via email with an estimated delivery date, based on the estimated delivery times of the Courier and any tracking details (if applicable). Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens. We will not be responsible for any fault or delay caused by any courier/postal services used.
    • If for any reason delivery may be delayed, we will notify you by email with 24 hours of notification of the delay confirming the delivery date.
    • We will not deliver the Goods to a Royal Mail Post Office Box.
    • Delivery is complete once the Goods have been collected by the courier organised by us to collect them from us and the Goods will be at your risk from that time.
    • Title of the Goods shall not pass to you until we have received payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case the title to the Goods shall pass at the payment of all such sums;
    • You own the Goods once we have received payment in full, including of all applicable delivery charges.
    • If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
    • If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
    • We shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant customer and supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    • If we deliver up to and including 3% more or less of the quantity of Goods ordered, you must notify us within 48 hours of receiving the Goods that the wrong quantity of Goods was delivered, and a pro rata adjustment shall be made to the Order.
  2. Price of goods and delivery charges
    • The prices of the Goods will be as quoted on our site at the time you submit your order or as agreed with us from time to time in respect of your trade account (“Trade Account”).
    • We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, in respect of Goods that are ordered using our site please see clause 6.9 for what happens if we discover an error in the price of Goods you ordered.
    • Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
    • The price of Goods excludes VAT which shall be payable by the Customer together with the payment of the Goods (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
    • If you are a company registered in a country other than the UK for VAT purposes, you can request that VAT be deducted from your order if a valid VAT number is provided to us when submitting your order or opening your Trade Account.
    • The price of the Goods does not include the costs and charges of transport of the Goods which shall be payable by the Customer together with the payment of the Goods. Our delivery/shipping charges are as advised to you during the check-out process, before you confirm your order or as you have agreed with us from time to time in respect of your Trade Account (as applicable).
    • Subject to clause 6.6, we will charge you a fee of £7.99 in respect of deliveries to an address in the UK and a fee of £14.99 for any deliveries to any address outside of the UK (as amended by us from time to time acting reasonably) for the standard delivery of each Order which will be payable at the same time the Goods are paid for. Special delivery options are available at the cost price on request. Direct dispatch services are available on request.
    • Notwithstanding clause 6.6 if the value of the Order is £250 or more (excluding VAT) (or an equivalent in another currency) there will be no charge for standard delivery.
    • We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
    • You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by you against any amount payable by us to you.
  3. How to pay
    • You can only pay for Goods using a debit card or credit card or via BAC payment directly to the bank account shown on our invoice. We accept the following cards: Visa, Mastercard, Switch, Delta and JCB.
    • When paying via BACS or wire transfer, all bank fees are to be settled by the purchaser of the goods. You must ensure that you pay into the correct currency account.
    • Payment for the Goods and all applicable delivery charges is in advance. We will not receive your order until your payment has been processed.
  4. Manufacturer's guarantee

Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.

  1. Resale of the goods
    • We request that you resell the Goods at or above the recommended retail price in order to protect the value and goodwill of the brand or product. If we believe that the Goods are being undersold or misused in any way you shall be in breach of this contract and we reserve the right to terminate this contract and claim any damages with accordance to clause 13.
    • You must not sell any of the Goods on any third-party marketplace, for example, Amazon, Ebay, and Etsy without our prior written consent.
  2. Our warranty for the goods
    • The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
    • We provide a warranty that on delivery, the Goods shall:
      • subject to clause 3, conform in all material respects with their description;
      • be free from material defects in design, material and workmanship; and
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    • Subject to clause 4, if:
      • you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 2;
      • we are given a reasonable opportunity of examining the Goods; and
      • if we ask you to do so, you return the Goods to us at your cost,

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

  • We will not be liable for breach of the warranty set out in clause 2 if:
    • you make any further use of the Goods after giving notice to us under clause 3;
    • the defect arises as a result of us following any drawing, design or specification supplied by you;
    • you alter or repair the Goods without our written consent;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 2 to the extent set out in this clause 10.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Terms also apply to any repaired or replacement Goods supplied by us to you.
  1. Our liability: your attention is particularly drawn to this clause
    • Nothing in these Terms limits or excludes our liability for:
      • death or personal injury caused by our negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      • any other liability that cannot be limited or excluded by law.
    • Subject to clause 1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • any loss of profits, sales, business, or revenue; or
      • loss or corruption of data, information or software;
      • loss of business opportunity;
      • loss of goodwill; or
      • any indirect or consequential loss.
    • Subject to clause 1, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed £5,000,000.
    • Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
  2. Termination
    • Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
      • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
      • you fail to pay any amount due under the Contract on the due date for payment;
      • you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), 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 [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    • Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  3. Events outside our control
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    • If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      • we will contact you as soon as reasonably possible to notify you; and
      • our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
    • You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 14 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
  4. Intellectual Property

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with your use of the Goods. This clause 14 shall survive termination of this Contract.

  1. Communications between us
    • When we refer to "in writing" in these Terms, this includes email.
    • Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
    • A notice or other communication is deemed to have been received:
      • if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      • if sent by email, at 9.00 am the next working day after transmission.
    • In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  2. General
    • Assignment and transfer.
      • We may assign or transfer our rights and obligations under the Contract to another entity.
      • You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    • Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    • If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    • Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    • Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.

 

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