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GIFTS TOMORROW WEBSITE TERMS OF SALE AND GOODS : BUSINESS-TO-BUSINESS

GIFTS TOMORROW website TERMS OF SALE:
BUSINESS-TO-BUSINESS
AUGUST 2018

BACKGROUND:

These Terms of Sale set out the terms under which Goods are sold by Us to business customers through this website, www.giftstomorrow.co.uk (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand and accept them before ordering any Goods via Our Site. If you do not agree to comply with and be bound by these Terms of Sale, you must not order Goods via Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.

1. Definitions and Interpretation

1.1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Contract”

means a contract for the purchase and sale of Goods, as explained in Clause 7;

"Goods"

means the goods sold by Us via the electronic Goods catalogue on Our Site;

“Order”

means your Order for Goods;

“Order Confirmation”

means Our acceptance and confirmation of your Order;

“Order Number”

means the reference number for your Order; and

“We/Us/Our”

means Gifts Tomorrow a trading name of CKB Ltd ®, a company registered in England under number 07123102, whose registered address is St. Christopher's House, Ridge Road, Letchworth Garden City, Hertfordshire, SG6 1PT, England and whose main trading address is Unit 5, Business Centre East, Fifth Avenue, Letchworth Garden City, Hertfordshire, SG6 2TS. We/Us/Our also covers our group company brands including Bar Amigos ® and Lanyards Tomorrow ®.

2. Information About Us

2.1.1 Our Site, www.giftstomorrow.co.uk,is owned and operated by CKB Ltd ®, a limited company registered in England under number 07123102, whose registered address is St. Christopher's House, Ridge Road, Letchworth Garden City, Hertfordshire, SG6 1PT, England and whose main trading address is Unit 5, Business Centre East, Fifth Avenue, Letchworth Garden City, Hertfordshire, SG6 2TS. Our VAT number is 991324508. We also operate under our group company brands of Bar Amigos ® on www.baramigos.co.uk and Lanyards Tomorrow ® on www.lanyardstomorrow.co.uk

3. Access to and Use of Our Site

3.1.1 Access to Our Site is free of charge.

3.1.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.1.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.1.4 Use of Our Site is subject to the Gifts Tomorrow Website Terms of Use: Business-to-Business. Please ensure that you have read them carefully and that you understand them.

4. Business Customers and Consumers

4.1.1 These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Goods for personal use (that is not in connection with, or for use in, their trade, business, craft, or profession). If you are a consumer, please consult the CKB Ltd Website Terms and Conditions: E-Commerce Sale of Goods document found on www.ckbltd.com

4.1.2 These Terms of Sale together with the company registration form constitute the entire agreement between Us and you with respect to your purchase of Goods from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

5. International Customers

5.1.1 If Goods are being ordered from outside the United Kingdom, import duties and taxes may be incurred once your Goods reach their destination. We are not responsible for such charges and We undertake to make no calculations or estimates in this regard. This includes Free on Board (FOB) Orders. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. As the purchaser of the Goods, you will also be the importer on record and, as such, should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and We cannot guarantee that the packaging of your Goods will be free of signs of tampering. Please also be aware that United Kingdom consumer protection laws may not apply. All Goods and delivery charges will be shown in the relevant local currency if available.

6. Goods, Pricing and Availability

6.1.1 We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from Us correspond to the actual Goods. Please note, however, the following:

6.1.1.a.1 Images of Goods are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product sold due to differences in device displays and lighting conditions; and

6.1.1.a.2 Images and/or descriptions of packaging are for illustrative purposes only; the actual packaging of Goods may vary.

6.1.2 Please note that sub-Clause 6.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations of the correct Goods, not to different Goods altogether. Please refer to Clause 10 if you receive incorrect Goods (i.e. Goods that are not as described).

6.1.3 Where appropriate, you may be required to select the required size, model, colour, number, etc of the Goods that you are purchasing.

6.1.4 We cannot guarantee that Goods will always be available.

6.1.5 Minor changes may, from time to time, be made to certain Goods between your Order being placed and Us processing that Order and dispatching the Goods, for example, to reflect changes in relevant laws and regulatory requirements, or to address particular technical or security issues. Any such changes will not change any main characteristics of the Goods and will not normally affect your use of those Goods. However, if any change is made that would affect your use of the Goods, suitable information will be provided to you.

6.1.6 We currently operate using an electronic Goods catalogue which can be accessed via Our Site and a price list which can be requested to place an Order. You will be required to complete a company registration form before your first Order is placed. We make all reasonable efforts to ensure that all prices are correct at the time of being provided. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any order that you have already placed (please note sub-Clause 6.10 regarding VAT, however).

6.1.7 All prices are checked by Us before We accept your Order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your Order, We will simply charge you the lower amount and continue processing your Order. If the correct price is higher, We will give you the option to purchase the Goods at the correct price or to cancel your Order (or the affected part of it). We will not proceed with processing your Order in this case until you respond. If We do not receive a response from you within 30 calendar days, We will treat your Order as cancelled and notify you of this in writing.

6.1.8 In the event that the price of Goods you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on the price list at the time of placing your Order.

6.1.9 Prices on our price list are shown exclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be adjusted when taking payment.

6.1.10 Delivery charges are not included in the price of Goods displayed on our price list. Delivery options and related charges will be presented to you as part of the Order process.

7. Orders – How Contracts Are Formed

7.1.1 We currently operate using an electronic Goods catalogue which can be accessed via Our Site and a price list which can be requested to place an Order. You will be required to complete a company registration form before your first Order is placed. Orders can be placed via the contact details on Our Site.

7.1.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your Order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within 30 calendar days of Our request, We will cancel your Order and treat the Contract as being at an end. If We incur any costs as a result of your incorrect or incomplete information, We may pass those costs on to you.

7.1.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you an Order Confirmation by email.Only once We have sent you an Order Confirmation will there be a legally binding Contract between Us and you.

7.1.4 Order Confirmations shall contain the following information:

7.1.4.a.1 Your Order Number;

7.1.4.a.2 Confirmation of the Goods ordered; and

7.1.4.a.3 Pricing for the Goods ordered including, where appropriate and if available, taxes (e.g. VAT), delivery and other additional charges

7.1.5 In the unlikely event that We do not accept or cannot fulfil your Order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 14 calendar days.

7.1.6 Any refunds due under this Clause 7 will be made using the same payment method that you used when ordering the Goods.

8. Payment

8.1.1 Payment for Goods and related delivery charges must always be made in advance and you will be asked to pay during the Order process. If your Order is a FOB delivery, a non-refundable deposit payment of 30% must be made up front to secure the Order with the remaining 70% payable prior to shipping of the Goods. At the point the FOB Order is placed, cancellations are not permitted.

8.1.2 Payment must be made in full for your Order (FOB Orders aside), without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

8.1.3 Payments are to be made via bank transfer.

9. Delivery, Risk and Ownership

9.1.1 All Goods purchased through Our Site will normally be delivered within 30 calendar days after the date of Our Order Confirmation unless otherwise agreed or specified during the Order process (subject to delays caused by events outside of Our control, for which see Clause 12). FOB Orders will usually take longer and are subject to factory production timescales. Estimated delivery dates will be communicated during the ordering process.

9.1.2 If We are unable to deliver the Goods on the delivery date, the following will apply:

9.1.2.a.1 If no one is available at your delivery address to receive the Goods and the Goods cannot be posted through your letterbox, a delivery note should be left explaining how to rearrange delivery or where to collect the Goods;

9.1.2.a.2 If you do not collect the Goods or rearrange delivery within a reasonable time period, We will contact you to ask you how you wish to proceed. If We cannot contact you or arrange redelivery or collection, We will treat the Contract as cancelled and recover the Goods. If this happens, you will be refunded the purchase price of the Goods themselves, but not the cost of delivery. We may also bill you for any reasonable additional cost that We incur in recovering the Goods.

9.1.3 In the unlikely event that We fail to deliver the Goods within 30 calendar days of Our Order Confirmation (or as otherwise agreed or specified as under sub-Clause 10.1 with FOB Orders aside), if any of the following apply you may treat the Contract as being at an end immediately:

9.1.3.a.1 We have refused to deliver your Goods; or

9.1.3.a.2 In light of all relevant circumstances, delivery within that time period was essential; or

9.1.3.a.3 You told Us when ordering the Goods that delivery within that time period was essential.

9.1.4 If you do not wish to cancel under sub-Clause 9.3 or if none of the specified circumstances apply, We may agree a new (reasonable) delivery date. If We fail to meet the new deadline, you may then treat the Contract as being at an end.

9.1.5 You may cancel all or part of your Order under sub-Clauses 9.3 or 9.4 provided that separating the Goods in your Order would not significantly reduce their value. Any sums that you have already paid for cancelled Goods and their delivery will be refunded to you within 14 calendar days. Please note that if any cancelled Goods are delivered to you, you must return them to Us. We will bear the cost of returning the cancelled Goods. Please note that this does not apply to FOB Orders.

9.1.6 Delivery shall be deemed complete and the responsibility for the Goods will pass to you once We have delivered the Goods to the address you have provided or once We have shipped them under.FOB.

9.1.7 Ownership of the Goods passes to you once We have received payment in full of all sums due (including any applicable delivery charges).

9.1.8 Any refunds due under this Clause 9 will be made using the same payment method that you used when ordering the Goods.

10. Faulty, Damaged or Incorrect Goods

10.1.1 We warrant that the Goods, on delivery, shall be as described; be free from material defects in design, material, and workmanship; be of satisfactory quality (as defined in the Sale of Goods Act 1979); and be fit for any purpose described by Us.

10.1.2 If any Goods you have purchased do not comply, subject to sub-Clause 10.3 and your compliance with sub-Clauses 10.2.1 to 10.2.3, We shall, at Our option, repair the affected Goods, replace them, or issue you with a full refund for the price of the affected Goods. The following conditions shall apply:

10.1.2.a.1 You must give Us written notice of the non-compliance within a reasonable time including of discovering it;

10.1.2.a.2 You must return the Goods in question to Us at Our expense if requested (see sub-Clause 10.6 for more information); and

10.1.2.a.3 You must give Us a reasonable opportunity to examine the Goods in question.

10.1.3 We will not be liable for any non-compliance with the provisions of sub-Clause 10.1 of any Goods if any of the following apply:

10.1.3.a.1 You have made any further use of the affected Goods after giving Us written notice of the non-compliance under sub-Clause 10.2.1;

10.1.3.a.2 The non-compliance has arisen as a result of your failure to follow Our instructions on the correct usage, maintenance, installation, storage, etc., of the affected Goods or, where no instructions are provided, your failure to follow good trade practice with respect to the same;

10.1.3.a.3 The non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by you to Us;

10.1.3.a.4 You have made any unauthorised alterations or repairs to the affected Goods; or

10.1.3.a.5 The non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.

10.1.4 The terms of this Clause 10 shall also apply to any Goods which are repaired or replaced by Us under sub-Clause 10.2.

10.1.5 Except as provided in this Clause 10, We shall have no further liability to you with respect to Goods which do not comply with sub-Clause 10.1.

10.1.6 To return Goods to Us for any reason under this Clause 10, please contact sales@giftstomorrow.co.uk. We will be fully responsible for the costs of returning Goods under this Clause 10 and will reimburse you where appropriate.

10.1.7 Refunds (whether full or partial) under this Clause 10 will be issued within 14 calendar days of the day on which We agree that you are entitled to the refund.

10.1.8 Any and all refunds issued under this Clause 10 will include all delivery costs paid by you when the Goods were originally purchased.

10.1.9 Refunds under this Clause 10 will be made using the same payment method that you used when ordering the Goods.

11. Our Liability

11.1.1 Subject to sub-Clause 11.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

11.1.2 Subject to sub-Clause 11.4, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be the total sum paid by you and received by US for the Goods under the contract in question.

11.1.3 Except to the extent expressly set out in sub-Clause 10.1, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

11.1.4 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; for breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; for defective products under the Consumer Protection Act 1987; or for any other matter in respect of which liability cannot be excluded or restricted by law.

12. Events Outside of Our Control (Force Majeure)

12.1.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

12.1.2 If any event described under this Clause 12 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

12.1.2.a.1 We will inform you as soon as is reasonably possible;

12.1.2.a.2 We will take all reasonable steps to minimise the delay;

12.1.2.a.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

12.1.2.a.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;

12.1.2.a.5 If the event outside of Our control continues for more than a 30 calendar day period, We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 calendar days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering the Goods;

12.1.2.a.6 If an event outside of Our control occurs and continues for more than a 30 calendar day period and you wish to cancel the Contract as a result, you may do so by contacting US directly to cancel or through using our cancellation form at Appendix A. Please include the following details: name, company name, address, email address, telephone number, and Order Number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 14 calendar days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering the Goods. Please note that this does not apply to FOB Orders.

13. Communication and Contact Details

13.1 If We have your contact details, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to service changes, changes to these Terms of Use: Business-to-Business, and changes to Our Terms of Sale: Business-to-Business.

13.2 We will never send you marketing communications of any kind without your express consent. Such marketing communications would relate to new product offerings. If you do give such consent, you may opt out at any time

13.3 If you wish to contact Us with general questions or relating to matters concerning the Goods or your Order, you may contact Us by e-mail at sales@giftstomorrow.co.uk, by telephone on +44 (0) 1446 731246, or by post at CKB Ltd (Gifts Tomorrow), Cardiff House, Cardiff Road, Vale of Glamorgan, CF63 2AW.

13.4 For matters relating to cancellations, please contact Us by e-mail at sales@giftstomorrow.co.uk, by telephone on +44 (0) 1446 731246, or by post at CKB Ltd (Gifts Tomorrow), Cardiff House, Cardiff Road, Vale of Glamorgan, CF63 2AW, or refer to the relevant Clauses above.

13.5 If you wish to raise an initial complaint, you may contact Us by e-mail at sales@giftstomorrow.co.uk, by telephone on +44 (0) 1446 731246, or by post at CKB Ltd (Gifts Tomorrow), Cardiff House, Cardiff Road, Vale of Glamorgan, CF63 2AW

14. Complaints Escalation and Feedback

14.1.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

14.1.2 If you wish to escalate a complaint about any aspect of your dealings with Us or give Us feedback, please contact Us in one of the following ways:

14.1.2.a.1 In writing, addressed to the Director, Unit 5, Business Centre East, Fifth Avenue, Letchworth Garden City, Herts, SG6 2TS; or

14.1.2.a.2 By email, addressed to the Director at support@ckbltd.com

15. How We Use Your Personal Information (Data Protection)

15.1.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

15.1.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of individual rights and how to exercise them, and personal data sharing (where applicable), please refer to the CKB Ltd GDPR Data Protection Policy and the CKB Ltd GDPR Data Retention Policy.

16. Other Important Terms

16.1.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

16.1.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

16.1.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

16.1.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

16.1.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

16.1.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Order, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them. If you do opt to cancel, you must return any affected Goods you have already received, and We will arrange for a full refund (including delivery charges) which will be paid within 14 calendar days of your cancellation and will be made using the same payment method that you used when ordering the Goods. Please note that this does not relate to FOB Orders which will continue to be governed by the Terms of Sale at the point of Order placement.

17. Law and Jurisdiction

17.1.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England and Wales.

17.1.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18. Privacy and Cookies

18.1 Use of Our Site is also governed by Our GDPR Website Privacy and Cookie Policy: Business-to-Business, available on Our Site.

19. Changes to these Terms and Conditions

19.1.1 We may alter these Terms of Sale of Goods: Business-to-Business at any time. Any such changes will become binding on you after the changes have been implemented on Our Site subject to clause 16.6. You are therefore advised to check this document from time to time.

19.1.2 In the event of any conflict between the current version of these Terms of Sale of Goods: Business-to-Business and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

20. Implementation of Terms of Sale

20.1 This Terms of Sale shall be deemed effective as of 1st August 2018. No part of this document shall have retroactive effect and shall thus apply only to matters occurring on or after this date.

V1 Gifts Tomorrow Website Terms of Sale: Business-to-Business - effective date 1stAugust 2018

 

Appendix A

Please let us know if you would like to cancel your order for Goods. You can do so by e-mail (sales@giftstomorrow.co.uk) or telephone +44 (0) 1446 731246.

Alternatively, please fill in the below cancellation form and return it to us by e-mail:

 

Cancellation Form

 

To: CKB Ltd (Gifts Tomorrow), Cardiff House, Cardiff Road, Vale of Glamorgan, CF63 2AW (sales@giftstomorrow.co.uk)

I hereby give notice that I wish to cancel my contract of sale:

 

Order Number:

 

Order Date:

 

Description of Goods cancelled:

 

Name:

 

Company Name:

 

Address:

 

E-mail Address:

 

Telephone Number:

 

Signature (only if this form is notified on paper):

 

Date: