Terms of service
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (LIMITATION OF LIABILITY).
1. About us
1.1 Company details. Douthwaite and Company Limited (company number 06967698) trading as Corsage Creations (we and us) is a company registered in England and Wales and our registered office and main trading address is at Unit 4, Ash Way, Thorp Arch Trading Estate, Wetherby LS23 7FA. Our VAT number is GB 747 1395 14. We operate the website https://corsagecreations.co.uk/.
1.2 Contacting us. To contact us, telephone our customer service team at 01937 842221 or email sales@corsagecreations.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 14.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). The Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or that are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and 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.
2.3 Language. These Terms and the Contract are made only in the English language.
3. Placing an order and its acceptance
3.1 Placing your order. These Terms apply to the sale of goods to business customers only and by placing an order you confirm and acknowledge that you are a business customer. You may place an order through our website, by email or by telephone. For website orders, please follow the onscreen prompts to place an order. For email or telephone orders, please provide the description and quantity of the Goods required, the delivery address and any other information we reasonably request. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Checking your order and correcting input errors. For website orders, 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. For orders placed by email or telephone, you are responsible for checking the details recorded in our acknowledgement or Order Confirmation and notifying us promptly of any error. You are responsible for ensuring that your order and any specification you submit is complete and accurate.
3.3 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 3.4.
3.4 Accepting your order. We will confirm our acceptance of your order by sending you an email (Order Confirmation), at which point the Contract between you and us will come into existence.
3.5 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.
3.6 Quotations. A quotation for the Goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 days from its date of issue.
4. Our goods
4.1 Any samples, drawings, descriptive matter or advertising produced by us or on our behalf and any descriptions or illustrations contained in our catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
4.2 The images of the Goods on our website 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.
4.3 Because some of our Goods may be handmade, reasonable variations in all size, dimensions, finish and colour may occur.
4.4 The packaging of your Goods may vary from that shown on images on our site.
4.5 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5. Delivery
5.1 We will contact you with an estimated delivery date, in our Order Confirmation or otherwise in writing. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 for our responsibilities when this happens. We will not be liable for any delay in delivery of the Goods that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order.
5.3 If we fail to deliver the Goods, our liability is limited to the cost you incur in 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 the Goods 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.
5.4 If you fail to take delivery of the Goods within 3 days after the day on which we notified you that the Goods were ready for delivery, we may resell part or all of the Goods. We will repay you the price you paid for the Goods after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.
5.5 We may deliver the Goods by instalments, which we shall invoice and which you shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle you to cancel any other instalment.
6. International delivery
6.1 We deliver to the countries listed on this page https://corsagecreations.co.uk/pages/delivery-returns (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods.
6.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
6.3 You will be responsible for payment of any applicable import duties and taxes. Please contact your local customs office for further information before placing your order.
6.4 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 break any such law.
7. title and risk
7.1 The risk in the Goods shall pass to you on completion of delivery.
7.2 Title to the Goods shall not pass to you until the earlier of:
7.2.1 our receipt of 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 title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 you reselling the Goods, in which case title to the Goods shall pass to you at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to you, you shall:
7.3.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify us immediately if you become subject to any of the events listed in clause 12.1(b) to clause 12.1(d); and
7.3.5 give us such information as we may reasonably require from time to time relating to the Goods and your ongoing financial position.
7.4 Subject to clause 7.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
7.4.1 you do so as principal and not as our agent; and
7.4.2 title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.
7.5 At any time before title to the Goods passes to you, we may:
7.5.1 by notice in writing to you, terminate your right under clause 7.4 to resell the Goods or use them in the ordinary course of your business; and
7.5.2 require you to deliver up all Goods in your possession and control that have not been resold or irrevocably incorporated into another product, and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored, to recover them. You shall procure entry to any such third party's premises if requested to do so by us.
8. Price of goods and delivery charges
8.1 The price of the Goods will be the price set out in the Order Confirmation. For website orders, the price of the Goods will be as quoted on our website at the time you submit your order. We use our best efforts 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 8.5 for what happens if we discover an error in the price of Goods you ordered.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT. If VAT is payable in respect of some or all of the Goods, you must pay us such additional amounts in respect of VAT, at the prevailing rate, at the same time as you pay the price of the Goods.
8.4 The price of the Goods excludes delivery charges. Our delivery charges are as advised to you during the order process or website check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page https://corsagecreations.co.uk/pages/delivery-returns.
8.5 We sell many Goods through our website. Despite our reasonable efforts, some Goods may be incorrectly priced on our website. If we discover an error in the price of the Goods you have ordered, we will contact you to inform you about this error and to give you the option to continue with your purchase of the Goods at the correct price, or to cancel your order. We will not process your order until you tell us what you want to do. If we are unable to contact you using the contact details you gave us when you placed your order, we will treat your order as cancelled and notify you in writing. If we mistakenly accept and process your order where there is an obvious and unmistakeable pricing error that you could reasonably have recognised as mispricing, we may cancel the supply of the Goods and refund any sums you have paid.
9. How to pay
9.1 Unless you are a wholesale customer and we have approved a credit account for you, you can only pay for Goods (and any applicable VAT and delivery charges) using a debit card or credit card. We accept the following cards: Visa, Mastercard, American Express, Maestro, Discover, Diners Club and UnionPay.
9.2 Payment for the Goods and all applicable VAT and delivery charges is in advance unless you have an approved credit account with us. We will not charge your debit card or credit card until we dispatch your Goods.
9.3 We may offer credit accounts to certain wholesale customers approved by us at our sole discretion and subject to a completed credit application, satisfactory trade and bank references and such credit checks and guarantees as we consider appropriate. We may set and vary a credit limit for such credit accounts and may hold or refuse any order that would cause that limit to be exceeded. We may review, reduce, suspend or withdraw a credit account at any time by giving written notice to the customer. If we withdraw an approved customer credit account, all outstanding sums shall become immediately due and payable.
9.4 If you have an approved credit account with us, we will invoice you for the Goods on or at any time after we dispatch the Goods. You must pay each invoice submitted by us in full and in cleared funds within 30 days of the date of the invoice or in accordance with any other credit terms agreed in writing by us. Payment must be made to the bank account nominated in writing by us.
9.5 If you fail to make a payment due to us under the Contract by the due date, then without limiting our remedies under clause 12, you must pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.6 If you dispute any invoice or other statement of monies due, you must immediately notify us in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 9.4.
9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Our warranty for the goods
10.1 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.
10.2 We provide a warranty that on delivery, the Goods shall:
10.2.1 subject to clause 4, conform with their description; and
10.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
10.3 Subject to clause 10.4, if:
10.3.1 you give us notice in writing that some or all of the Goods do not comply with the warranty set out in clause 10.2:
10.3.1.1 in the case of a defect that is apparent on normal visual inspection, within 5 days of delivery;
10.3.1.2 in the case of a latent defect, within a reasonable time of the latent defect having become apparent;
10.3.2 we are given a reasonable opportunity of examining the Goods; and
10.3.3 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.
10.4 We will not be liable for breach of the warranty set out in clause 10.2 if:
10.4.1 you make any further use of the Goods after giving notice to us under clause 10.3;
10.4.2 the defect arises as a result of us following any drawing, design or specification you supplied;
10.4.3 you alter or repair the Goods without our written consent;
10.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
10.4.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.5 We will only be liable to you for the failure of the Goods to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10.
10.6 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 that 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.
10.7 These Terms also apply to any repaired or replacement Goods we supply to you.
11. Our liability: your attention is particularly drawn to this clause
11.1 References to liability in this clause 11 include any kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including but not limited to negligence) or otherwise.
11.2 Nothing in these Terms limits or excludes:
11.2.1 liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
11.2.2 liability for fraud or fraudulent misrepresentation;
11.2.3 liability for breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.2.4 liability that cannot legally be limited.
11.3 Subject to clause 11.2, our total liability shall not exceed the sums paid or payable to us under the Contract.
11.4 Subject to clause 11.2, we exclude our liability for loss of profits and indirect or consequential loss.
12. Termination
12.1 Without affecting any other right available to us, we may terminate the Contract with immediate effect by giving written notice to you if:
12.1.1 you commit a material breach of any term of the Contract and (if such breach is remediable) fail to remedy that breach within a period of 7 days after being notified in writing to do so;
12.1.2 you take or have taken against you (other than in relation to a solvent restructuring) any step or action towards your entering bankruptcy, administration, provisional liquidation or any composition or arrangement with your creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of your assets, or your entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 12.1(b);
12.1.3 you suspend or cease, or threaten to suspend or cease, carrying on business; or
12.1.4 your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this Contract is in jeopardy.
12.2 Without limiting our other rights or remedies, we may suspend supply or delivery of the Goods under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
12.4 On termination of the Contract for any reason you shall immediately pay to us all of our unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which you shall pay immediately on receipt.
12.5 Termination of the Contract shall not affect any of your or our rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. Events outside our control
13.1 We will not be liable for any failure or delay in performing any of our obligations under the Contract for so long as, and to the extent that, its performance is prevented, hindered or delayed by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
13.2.1 we will contact you as soon as reasonably possible to notify you; and
13.2.2 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.
13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any Goods you have already received and we will refund the price you have paid, including any delivery charges.
14. Communications between us
14.1 A reference to writing or written in these Terms excludes fax but not email.
14.2 Any notice given by one of us to the other under or in connection with the Contract shall be in writing and shall be:
14.2.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
14.2.2 sent by email to the following addresses:
14.2.2.1 Us: sales@corsagecreations.co.uk
14.2.2.2 You: the email address used by you to place Order.
14.3 Any notice shall be deemed to have been received:
14.3.1 if delivered by hand, at the time the notice is left at the proper address; or
14.3.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
14.3.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
14.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.5 In this clause 14, business day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business, and business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15. General
15.1 Assignment and other dealings.
15.1.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract, but will always notify you in writing or by posting on this webpage if this happens.
15.1.2 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written agreement (which we will not unreasonably withhold or delay).
15.2 Variation. No variation of the Contract shall be effective unless it is in writing and signed by you and us (or our respective authorised representatives).
15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them (or part of them) is invalid, illegal or unenforceable, it shall be deemed deleted, but the remaining paragraphs shall remain in full force and effect.
15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.