1.1 Company details. Citradi Limited (company registration number 10680973) (we and us), is a company registered in England and Wales and our registered office is at Suite 110, 15 Cromwell Business Park, Chipping Norton, Oxfordshire OX7 5SR. Our VAT number is 268246282. We operate the website citradi.com.
1.2 Contacting us. To contact us telephone our customer service team at 01608 811488 or email email@example.com.
1.3 How to give us formal notice of any matter under the Contract is set out in clause 17.2.
2.1 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.
2.2 Defective Goods. These are goods, which in our sole opinion, we deem to be faulty or defective.
2.3 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.
2.4 Intellectual Property Rights. These comprise all patents, rights to inventions, copyright and related rights, trade marks, images, text, design of the website, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and all other intellectual property rights, in each case whether registered or unregistered.
2.5 Improvement: these are any improvement, development, enhancement, modification or derivative of the Goods, or their design or manufacturing process, which would make the Goods cheaper, more effective, more useful or more valuable, or would in any other way render the Goods more commercially competitive.
2.6 Language. These Terms and the Contract are made only in the English language.
2.7 Your copy. You should print a copy of these Terms for future reference.
3.1 Placing your order. This comprises your written acceptance of our quotation. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms. By you placing the order, you are agreeing to acceptance of these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. 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.
3.3 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. We are not bound to accept your order.
3.4 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 reasonable delivery costs charged as soon as possible.
4.1 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours, tones and shades accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour, tones and shades of the Goods. The colour of your Goods may vary slightly from those images.
4.2 Although we have made every effort to be as accurate as possible, because our Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our website have a 2% tolerance.
4.3 All Goods are made-to-order
4.4 We advise you to request fabric or material samples from us before acceptance of a quotation to ensure that you are satisfied with the colour, tone and shade and fabric of the Goods. If you choose to utilise fabrics on an order for Goods not from our standard range of approved fabrics, you are deemed to have ensured that the fabric of your choice is fit and suitable for purpose.
4.5 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
4.6 Goods are sold on the clear understanding that exact matches between batches of fabrics or coordinated products cannot be guaranteed by us.
4.7 All dimensions quoted are in accordance with the metric system of measurement.
4.8 We confirm that we comply with all applicable legislation, Acts of Parliament and regulations.
5.1 Prices stated on the website are for guidance and are estimated only; we will provide a formal, written quotation, which will be the basis of any order that you submit to us.
5.2 The quotation for the supply of the Goods will be prepared based upon the information you provide to us and will be valid for a period of 30 (thirty) days from the date of the issue of the quotation. Your written acceptance (email is acceptable) of the quotation is required before we are able to accept your order.
5.3 If, after submitting information to obtain a quotation a change or variation is required, then the following will apply:
i) You must notify us in writing (by email) if any changes are required: we will use all reasonable endeavours to accommodate these changes; however, if it is not possible for us to do so, no changes will be made to the original quotation. Any changes or variations communicated to a third party contractor or supplier will not be covered by the Contract;
ii) We will notify you in writing of any costs incidental to any changes or variations to the quotation. No additional work incidental to the change or variation to the quotation will be undertaken until payment has been made in accordance with clause 6 of the Contract.
5.4 If you choose to accept the quotation in writing, the Goods will be placed on order upon receipt of 50% (fifty) percent of the total sale price of the Goods (including any delivery charges and miscellaneous fees).
6.1 Payment will be accepted by BACS transfer into the Citradi Limited bank account, details of which will be provided on the quotation. Payment of the 50% non-refundable deposit and any outstanding balance must be made by the due dates in cleared funds.
6.2 We reserve the right to delay the placement of the order until you pay the 50% non-refundable deposit.
6.3 Under no circumstances shall any part of the 50% non-refundable deposit be refunded to you unless we are unable to supply the product due to the reasons cited in clause 16.
6.4 The balance of the order (and any additional fees) must be paid within 49 days of the order being placed. If full settlement of our invoice of the order is not received within seven days, we are entitled to charge a daily rate of interest of 4% above the Bank of England base rate from the date the balance becomes due.
7.1 You may cancel the Contract provided that we receive written notice, if you notify us as set out in clause 7.2 within 7 days of your decision to cancel the Contract.
7.2 Should you wish to cancel your order, confirmation must be received by us from you by sending an email to firstname.lastname@example.org or contact our Customer Services team by telephone on 01608 811488 or by post to the registered office address. When writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
7.3 Cancellations made up to 48 days after your order is confirmed by us will result in a loss of the 50% non-refundable deposit.
7.4 Cancellations made more than 48 days after your order is confirmed by us will result in a loss of the 50% non-refundable deposit and the remaining 50% balance will become due, payable by you within 7 days. Any charges over this amount incurred by us incidental to the cancellation must also be paid by you.
7.5 If you have returned the Goods to us under this clause 7 because they are Defective or mis-described, we will refund the price of the Goods in addition to any reasonable delivery costs or reasonable return delivery costs paid or incurred by you.
8.1 The estimated delivery date will be cited on your quotation and will be between 10 to 12 weeks after the date on which you inform us, in writing, of your acceptance of the quotation. Occasionally our delivery of the Goods may be affected by an Event Outside Our Control. See clause 16 (Events outside our control) for our responsibilities when this happens.
8.2 Any delivery date is subject to cancellation or revision until the 50% non-refundable deposit is received by us and production of the Goods commences.
8.3 We will contact you within 8-10 weeks after your order is confirmed by us to discuss the delivery date.
8.4 Delivery of the Goods will not take place until the outstanding balance is received.
8.5 The date of delivery, once confirmed, cannot be changed or varied by you without our written confirmation.
8.6 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time. Please ensure that necessary access is available to effect safe delivery.
8.7 If we are unable to physically make the delivery at your nominated site for delivery within 7 days after the day on which we notified you that the Goods were ready for delivery or if settlement of the remaining 50% balance has not been received, we may, at our discretion, place the Goods in offsite storage until a new delivery date is agreed between you and us. We reserve the right to charge you any additional charges incidental to storage, packaging and transportation of the Goods.
8.8 You own the Goods once we have received payment in full, including all applicable delivery charges.
8.9 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.
8.10 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you breach any such law.
9.1 The prices of the Goods will be as provided as an estimate only on our website. 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, please see clause 9.5 for what happens if we discover an error in the price of Goods you ordered.
9.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
9.3 The price of Goods excludes VAT (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.
9.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you with the quotation, before you confirm your order. To check relevant delivery charges, please refer to your quotation.
9.5 If we discover an error in the price of the Goods you have ordered we will contact you 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.
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.
11.1 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.
11.2 We provide a warranty that on delivery the Goods shall:
(a) subject to clause 4, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be fit for any purpose held out by us.
11.3 Subject to clause 11.4, if:
(a) you give us notice in writing within 48 hours of discovery that the Goods do not comply with the warranty set out in clause 11.2;
(b) we are given a reasonable opportunity of examining the Goods;
(c) we ask you to do so, you return the Goods to us at your cost or if we will collect the Goods, the costs for which you will be responsible.
we will, at our option, repair or replace the Defective Goods, or refund the price of the Defective Goods.
11.4 If we, in our sole opinion, deem the Goods to be faulty or defective, we will refund all reasonable costs incurred by you in returning the Goods to us under clause 11.3(c).
11.5 We will not be liable for breach of the warranty set out in clause 11.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 11.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.6 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
11.7 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.
11.8 These Terms also apply to any repaired or replacement Goods supplied by us to you.
12.1 We own all Intellectual Property Rights in or arising out of or in connection with the Goods. We reserve the right to pursue a claim and commence legal proceedings against any party that infringes these Rights.
12.2 You acknowledge that our Intellectual Property Rights remain our exclusive property.
12.3 You acknowledge that all Intellectual Property Rights used for the manufacture of the Goods that originate from us shall remain our exclusive property.
12.4 All Intellectual Property Rights in respect of any Improvement shall belong to us.
12.5 We are a member of ACID (Anti Copying In Design) and support its aims and objectives.
13.1 Any claims for discrepancies of the Goods cannot be accepted unless we are notified within 48 hours of delivery. Claims of any nature should be directed to us by calling us on 01608 811488 or by email to email@example.com.
13.2 If you do not accept the Goods under clause 13.1 because they are faulty or mis-described and we deem them to be so in accordance with clause 11.4 we will refund the price of the Goods in addition to any reasonable delivery costs or reasonable return delivery costs paid or incurred by you.
13.3 You must contact us to make arrangements to return the Goods to us without undue delay and in any event not later than 5 days after your notification under clause 13.1.
13.4 We will send to you a printable return label and information about packing the Goods appropriately before collection by our authorised agents. You will be responsible for the costs incidental to any packaging required for the transit of the Goods. We will collect the Goods from the address to which they were delivered. We will contact you in writing to arrange a suitable time for collection.
14.1 You agree not to use the Goods for any purposes for which the Goods are not suitable.
14.2 If the Goods are intended to be used in a domestic environment, you must notify us when requesting the quotation to ensure that we are able to meet the necessary laws and regulations in place relating to the use of such Goods in a domestic environment.
14.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be limited or excluded by law.
14.4 Subject to clause 14.3, 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:
(a) any loss of profits, sales, business, or revenue; and/or
(b) any indirect or consequential loss
arising under or in connection with these Terms.
14.5 Subject to clause 14.3, 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 the price of the Goods.
14.6 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.
14.7 This clause 14 shall survive termination of the Contract.
15.1 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:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) 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];
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) 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.
15.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination and 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.
16.1 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).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) 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.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will have to return (at your cost) any relevant Goods you have already received and we will refund the price you have paid for the Goods.
17.1 When we refer to “in writing” in these Terms, this includes email.
17.2 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.
17.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 10.00 am on the second working day after posting; or
(c) if sent by email, at 10.00 am the next working day after transmission.
17.4 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.
17.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. 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.
18.4 Severance. 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.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 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.