Terms & Conditions
Cloakroom Solutions Ltd (‘CSL’)
All orders for products and services in the CSL catalogue are accepted by CSL subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by CSL unless agreed in writing by an authorised signatory of CSL or expressly stated otherwise in these terms and conditions of sale. All descriptions of the products and services contained on the CSL website and in the CSL catalogue or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between CSL and the Customer. CSL shall not be liable to the Customer for any errors or omissions in its website or catalogue. The advertising of products and services on the CSL website and in the catalogue is not an offer capable of acceptance, it merely constitutes an invitation by CSL for the Customer to make an offer to purchase products and services. These terms and conditions do not apply to export transactions, to which separate terms and conditions of sale apply. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
The prices of the products and services are as set out on the CSL website and catalogue that is current at the date of despatch of the ordered products or the date of provision of the ordered services. All prices include VAT. CSL reserves the right to change prices without prior notice at any time.
CSL reserves the right to decline to trade with any company or person. In addition, CSL may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt by CSL of the order. CSL executes orders to the Customer’s requirements and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when CSL next has available stock or be cancelled. The Customer must submit orders using the CSL product codes and the price shown on the CSL website and in the CSL catalogue and must specify which delivery option is required. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked ‘CONFIRMATION ONLY’ to avoid duplication.
CSL will aim to deliver products in accordance with the Customer’s order. The Customer’s delivery options, and the prices for them, are set out on the CSL website, or will be notified to the Customer at the time of order. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer’s usual business address, unless otherwise agreed in writing. Times and dates for delivery quoted on the CSL website, in the catalogue or by CSL ‘s employees are approximate only and CSL shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. If any delivery is late, the Customer must notify CSL, and CSL will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. CSL may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable CSL may also, at its discretion, offer an alternative delivery option. CSL will aim to deliver Non-stock items in accordance within the lead times published for them on the CSL website. All such lead times are approximate only, and no other delivery options are available for Non-stock products. CSL may, following Customer’s order, notify the Customer if CSL will be unable to fulfil any order for Non-stock products within that published lead time, and will provide alternative options. Orders where total value of products in any such order is less than £500 are subject to an additional shipping and handling charge as published on the CSL website or quoted at the time of order (currently £15 but subject to change from time to time). Orders containing products with a total value of £500 or more will not be subject to an additional shipping and handling charge. These shipping and handling charges apply per order, irrespective of the number of products ordered, and will be charged against the first delivery of Extended Range products under the relevant order.
Inspection, Delivery Delays and Non-Delivery
The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 14 days of the date of delivery or, the due date for delivery, give notice to CSL in detail of: Any defect in the product that is apparent on reasonable examination. In this case CSL shall, at CSL’s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition; Any shortfall in products delivered. In this case CSL shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products; Any delivery of products not in accordance with the order. In this case CSL shall, at CSL’s discretion, replace the products or refund the purchase price; Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case CSL shall deliver the undelivered products or refund the price of the undelivered products. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. CSL’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer. The remedies set out above are the Customer’s exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. CSL shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
If CSL has not granted credit to the Customer, payment terms are cash with order. Credit terms (subject to satisfactory references and at CSL’s absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service within 30 days of the products being despatched. All payments must be made without any set-off, deduction or counterclaim. If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy: all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and CSL may apply a compensation charge as an estimate of administrative and other wasted costs incurred by CSL to the Customer of £40 for outstanding sums up to £1,000: £70 for outstanding sums between £1,000 and £10,000 and £100 for outstanding sums of £10,000 or more; and CSL may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
Risk and Ownership
Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of the products shall not pass to the Customer until all sums due to CSL from the Customer for those products have been received by CSL (in cash or cleared funds). If the Customer is late in paying any sum to CSL, then CSL shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises CSL and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by CSL shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the products or CSL’s right to sue for the whole of the price.
Product and Availability Information
CSL reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any CSL website or catalogue. Unless otherwise confirmed, nothing in any CSL catalogue or on the CSL website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
For products purchased from CSL: CSL warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to CSL within 12 months of the original date of despatch, or such other longer period as may be indicated by CSL for specific products from time to time in writing. These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of CSL . The Customer must return or dispose of the products, or make them available for collection by CSL, in accordance with CSL’s instructions and suitably packaged. The Customer must contact CSL to notify CSL of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, CSL may refuse such products and return them to the Customer at the cost of the Customer. Any products which are replaced by CSL shall become the property of CSL. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product’s warranty shall be the unexpired period of the defective product’s warranty. The remedies set out above shall be CSL’s sole liability and the Customer’s sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services. The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). CSL will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on CSL by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
Limitations of Use
Products sold by CSL are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
When uploading an image, without being expressly advised by the customer, we assume that they are in possession of copying and reproduction rights. If the Purchaser’s failure to provide the necessary information leads to Cloakroom Solutions Ltd executing an order which violates third party rights, in particular copyright, the purchaser alone is liable for said violation and shall be obliged to indemnify us from all claims of third parties as well as reimbursing any associated legal costs incurred by Cloakroom Solutions Ltd.
CSL shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the CSL technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors. CSL shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between CSL and the Customer, or of any order accepted by CSL; (ii) any duty of any kind imposed on CSL by law arising out of or in relation to the contract between CSL and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale. Nothing in these terms and conditions of sale shall exclude or limit the liability of CSL for death or personal injury caused by the negligence of CSL or its employees, agents or sub-contractors, or for fraud.
Cancellations and Returns
All our products come with a one-year guarantee. The guarantee covers faults found in the product on delivery. Defective or damaged goods can be returned and exchanged free of charge. Hanging or mounting costs will not be refunded when a product is returned, so please be sure to check the condition of your product before hanging or mounting. On delivery please notify us within 48hrs of any damage of goods in transit. Any other damage / defect needs to be notified to us within 14 days of receipt of the product. Please contact CSL to arrange a collection of the goods. Refunds / replacements will be arranged once verification of the damage or defect has been confirmed. Circumstances we cannot accept a return or cancellation of an order; If a customer supplied image or non-standard size frame has been specially ordered for you, we’re unable to accept cancellations, unless within 24 hours of the order being placed. We’ll make this clear when you place your order. For returns and complaints, please e-mail our Customer Service team at firstname.lastname@example.org or phone 020 3011 1012, at which point we will advise the most appropriate return address, please indicate clearly the area or part that has failed and ensure that the items are clean, dry condition, otherwise they may be returned to you without attention.
A force majeure event is any event beyond the reasonable control of CSL (including strikes, traffic congestion, the downtime of any external line, or CSL’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If CSL is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then CSL shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, CSL may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
Rights in the Website / Catalogue
The Customer acknowledges that CSL and its licensors own the intellectual property rights on the CSL website, the catalogue content and the product numbers, and that their whole or partial reproduction without CSL’s prior written consent is prohibited.
Data Protection and Customer Information
CSL may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. In addition, CSL may disclose the Customer’s and its employees’ details to organisations working on behalf of CSL anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and CSL’s obligations under these terms and conditions of sale. CSL may send to the Customer and its employees details of other products and services offered by its group that may interest the Customer. If the Customer or its employees do not want to receive details of these offers then they should write to the Cloakroom Solutions Ltd, Marketing Department, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. The Customer consents that CSL may use the name of the Customer by disclosing it to certain CSL suppliers for market research and commission purposes.
Law and Jurisdiction
The contract between CSL and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but CSL may enforce the contract in any court of competent jurisdiction.