Designer Terms and Conditions

Please read these terms and conditions carefully before using this website

1. INTERPRETATION

1.1. DEFINITIONS. In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning set out in clause 2.2(e).

Conditions: these terms and conditions as amended from time to time in accordance with clause 18.12.

Contract: the contract for the supply of Goods in accordance with these Conditions.

D2T Subsidiary: D2T Trading Limited, a company incorporated and registered in England and Wales with company number 11025877 whose registered office is at 4-5 Gough Square, London, EC4A 3DE.

Design2Taste: Design2Taste Limited, a company incorporated and registered in England and Wales with company number 08814896 whose registered office is at 4-5 Gough Square, London, EC4A 3DE.

Design2Taste’s Fees: a commission on the price of the Goods sold.

Design2Taste Website: www.design2taste.com.

Delivery Location: has the meaning set out in clause 3.2.

End Client: the Professional Designer’s customer.

Force Majeure Event: has the meaning given to it in clause 17.1.

Goods: the goods (or any part of them) described on Design2Taste’s Website and set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, 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 protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Manufacturer: The person or entity that manufactures the Goods.

Order: a purchaser’s order, through the Design2Taste Website, for the supply of Goods.

Professional Designer: the person or entity who either orders the Goods from D2T Subsidiary, hence the Manufacturer, through the Design2Taste Website or introduces his End Client to a project on the Design2Taste Website, with the aim for the End Client to buy the Goods contained in the project.

1.2. CONSTRUCTION. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b)a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes emails.

2. CONTRACT MODES

2.1. The Goods can be purchased via Design2Taste’s Website in a number of different ways, these are as follows:

(a) Personally by the Professional Designer or by the End Client via the Professional Designer (“Supplier Mode”); or

(b) Directly by the End Client via D2T Subsidiary (“Consultant Mode”).

2.2. The purchase process for Supplier Mode is as follows:

(a) The Professional Designer will send Design2Taste, through the Design2Taste Website, a request to confirm the quote which is automatically generated on the Design2Taste Website (the “Quote Confirmation Request”).

(b) Design2Taste will review the terms of the quote (in reference to the availability and production time of the Goods) and accept, decline or modify the same within 48 hours of receipt (providing the Quote Confirmation Request is sent on a working day within the United Kingdom i.e. a day upon which the banks in London are open). The acceptance from Design2Taste in accordance with this clause will constitute an acceptance of the quote automatically generated on the Design2taste Website.

(c) Having sent the quote acceptance, Design2Taste is required to respect the terms of the quote for 30 days. The payment, within 30 days, turns the quote into an accepted order. Such order will be binding on Design2Taste. If the payment does not take place within 30 days, Design2Taste will not be committed to the terms of the quote and the Professional Designer, if he would like to proceed with the same order, will be required to send a new request for approval of the quote.

(d) Payment will either be made by the Professional Designer personally or the End Client. In the event of the End Client making payment, the Professional Designer will be liable to the End Client for the provision of the Goods.

(e) With the payment, the Contract between the Professional Designer, the Manufacturer, Design2Taste and D2T Subsidiary shall come into existence (the “Commencement Date”).

(f) Design2Taste shall be paid the service.

2.3. The purchase process for Consultant Mode is as follows:

(a) The Professional Designer specifies the products required and grants access to the project to the End Client.

(b) The End Client will buy the Goods listed on the Design2Taste Website from D2T Subsidiary at a special price.

(c) D2T Subsidiary will be responsible for purchasing the Goods from the Manufacturer and providing them to the End Client.

(d) D2T Subsidiary will pay a commission to the Professional Designer on the taxable amount of the Goods. For some products the commission paid by D2T Subsidiary to the Professional Designer may be greater than 10% and this will be communicated in the Catalogue and product pages.

2.4. For the avoidance of doubt, an Order for Goods can be made up of some Goods purchased in Supplier Mode and some Goods purchased in Consultant Mode.

##TERMS APPLICABLE TO SUPPLIER MODE

###3. DELIVERY OF GOODS AND RETURNS (SUPPLIER MODE)

3.1. D2T Subsidiary shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note made out to D2T Subsidiary, which shows the date of the Order, the place of destination, all relevant Design2Taste, D2T Subsidiary, and Manufacturer reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) the Goods are appropriately packed for shipment.

3.2. The Goods shall be delivered by D2T Subsidiary’s preferred shipping company (the “Shipping Company”), to the location set out in the Order (the “Delivery Location”).

3.3. The Professional Designer hereby accepts the Terms and Conditions of the Shipping Company attached at Schedule 1. Key provisions to note (in abbreviated form) are as follows:

(a) The Professional Designer shall hold harmless and indemnify the Shipping Company, Design2Taste and D2T Subsidiary for:

(i) Any liability, damage or loss suffered by the delivery arising out of the Professional Designer’s delivery instructions (clause 20a).

(ii) Any further liability assumed or incurred by the Shipping Company (clause 20b).

(iii) Any claims, costs or demands incurred, howsoever caused (clause 20c).

(iv) Any claims of a General Average nature (clause 20d).

(b) Where liability in General Average arises, the Professional Designer shall provide security to the Shipping Company (clause 23).

(c) The Shipping Company will not be liable for any loss or damage to the Goods caused by:

(i) Strike, lock-out stoppage or restraint of labour (clause 25a)

(ii) Any cause or event which is the Shipping Company is not reasonably able to avoid (clause 25b).

(d) Save for the expectations outlined, the Shipping Company shall not be liable for indirect or consequential loss (clause 27c).

(e) The Shipping Company shall not be liable for any loss suffered as a result of the condition or layout of the Delivery Location (clause 29).

(f) The Professional Designer shall indemnify the Shipping Company for any claim arising out of the Shipping Company being reasonable unaware of the condition or layout of the Delivery Location (clause 30).

(g) Any damage caused to the Goods must be raised when fitters are on site. Any claim for damages raised after that time cannot be accepted.

3.4. Delivery of the Goods shall be completed once the Goods have arrived at the Delivery Location, been checked by the Professional Designer, or whomever in their place, and signed for. The Professional Designer, or whomever in their place, must initially accept the Goods unless they are incorrect, faulty or damaged. If as a result of a Force Majeure Event the Professional Designer, or whomever in their place, doesn’t have the opportunity to check and sign for the Goods, the Goods will be paid to D2T Subsidiary and will be held by the carrier and the Professional Designer will be liable to pay all the costs for the storage and the redelivery. If the redelivery of the Goods is not rearranged by the Professional Designer by 28 days, the Terms and Conditions of the Shipping Company attached will be applied.

3.5. The Goods can be signed for by the Professional Designer or whomever in their place. Once the Goods have been signed for, the Goods shall be deemed to be accepted by the Professional Designer.

3.6. The acceptance of the Goods is the responsibility of the Professional Designer. The Professional Designer is entitled to a refund if the Goods are damaged during installation or delivery however, if the Goods are intact when the Manufacturer gives them to the carrier but are damaged during transit or installation, the liability and costs for such damage will vest with carrier or installer and not the Manufacturer or Design2Taste.

3.7. The Professional Designer is entitled to have the Goods replaced or refunded if the incorrect Goods are sent by the Manufacturer or if faulty or damaged goods are sent by the Manufacturer. In either of these cases, the Manufacturer will be liable for the refund/replacement and all associated costs, including shipping and handling fees. If the Manufacturer is held liable for the replacement in accordance with this clause, it must provide the correct Goods within 40 days of notification from Design2Taste.

3.8. The Professional Designer is entitled to return the Goods for whatever reason within 14 days of delivery. If the Professional Designer chooses to do this, it will be refunded the price of the Goods but will be liable for all return costs. Any returned Goods must be undamaged and in their original packaging.

3.9. The Professional Designer is not entitled to return the Goods for whatever reason within 14 days of delivery if the Goods are particular or made to the Professional Designer’s (or the End Client’s) specifications. In these circumstances the Professional designer will be notified in the specific product page on the Design2Taste Website (that the Goods cannot be returned for whatever reason).

3.10. The Professional Designer is entitled to have the Goods refunded if the Manufacturer has a delay of more than 30 days with respect to the agreed delivery date. In this event, the Manufacturer will be liable to pay the service to Design2Taste.

3.11. In the event that multiple items are delivered, the Professional Designer is entitled to accept some Goods and return others (for the reasons outlined above).

3.12. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Manufacturer, Design2Taste and D2T Subsidiary shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Professional Designer's failure to provide Design2Taste or the Manufacturer with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.13. If the Manufacturer fails to deliver the Goods, its liability, hence that of D2T Subsidiary, shall be limited to the cost paid for the Goods. Design2Taste shall have no liability whatsoever in the event that the Goods are not delivered or are delivered damaged or late.

3.14. The Manufacturer, hence D2T Subsidiary, may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Professional Designer to cancel any other instalment.

3.15. The Professional Designer may request that the delivery of the Goods is delayed. Design2Taste can manage this delay by either notifying the Manufacturer, if the Goods have not been shipped, or offering the Professional Designer long term storage of the Goods for a quoted fee. In these circumstances, the Manufacturer, hence D2T Subsidiary, may postpone the delivery however it is not obliged to do so.

###4. QUALITY OF GOODS (SUPPLIER MODE)

4.1. The Manufacturer warrants that the Goods supplied under the Contract shall conform to the high quality standards of Design2Taste.

4.2. Design2taste shall not be liable for the Goods' failure to comply with the warranty in clause 4.1.

###5. TITLE AND RISK (SUPPLIER MODE)

5.1. The risk in the Goods shall pass to the Professional Designer on completion of delivery.

5.2. Title to the Goods shall not pass to the Professional Designer until D2T Subsidiary receives payment in full (in cash or cleared funds) for the Goods.

5.3. Until title to the Goods has passed to the Professional Designer, the Professional Designer shall:

(a) store the Goods separately from all other goods held by the Professional Designer so that they remain readily identifiable as the Manufacturer’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on D2T Subsidiary’s behalf from the date of delivery;

(d) notify Design2Taste immediately if it becomes subject to any of the events listed in 12.3; and

(e) give Design2Taste such information relating to the Goods as Design2Taste may require from time to time.

5.4. If before title to the Goods passes to the Professional Designer the Professional Designer becomes subject to any of the events listed in clause 9.3, then, without limiting any other right or remedy D2T Subsidiary may have:

(a) the Professional Designer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and

(b) D2T Subsidiary may at any time:

(i) require the Professional Designer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) if the Professional Designer fails to do so promptly, enter any premises of the Professional Designer or of any third party where the Goods are stored in order to recover them.

5.5. In the event that the Goods have been ultimately purchased for the End Client (and not personally by the Professional Designer), the Professional Designer shall subsequently arrange for risk and title in the Goods to transfer from him to the End Client.

###6. PROFESIONAL DESIGNER'S OBLIGATIONS (SUPPLIER MODE)

6.1. The Professional Designer shall:

(a) co-operate with Design2Taste in all matters relating to the Contract;

(b) only communicate with the Manufacturer through the Design2Taste Website;

(c) provide Design2Taste with such information and materials as Design2Taste may reasonably require to assist with supply the Goods, and ensure that such information is accurate in all material respects;

(d) keep confidential the price paid for the Goods.

6.2. If Design2Taste's performance of any of its obligations in respect of the function and operation of the Design2Taste Website is prevented or delayed by any act or omission by the Professional Designer or failure by the Professional Designer to perform any relevant obligation (Professional Designer Default):

(a) Design2Taste or the Manufacturer, and hence D2T Subsidiary, shall without limiting their other rights or remedies have the right to suspend performance of the Contract until the Professional Designer remedies the Professional Designer Default, and to rely on the Professional Designer Default to relieve it from the performance of any of its obligations to the extent the Professional Designer Default prevents or delays Design2Taste 's performance of any of its obligations;

(b) Design2Taste shall not be liable for any costs or losses sustained or incurred by the Professional Designer arising directly or indirectly from Design2Taste's failure or delay to perform any of its obligations as set out in this clause 6.2; and

(c) the Professional Designer shall reimburse Design2Taste or the Manufacturer, hence D2T Subsidiary, on written demand for any costs or losses sustained or incurred by Design2Taste arising directly or indirectly from the Professional Designer Default.

###7. CHARGHES AND PAYMENT (SUPPLIER MODE)

7.1. In the event that the Goods are not purchased by the Professional Designer on a personal basis, the payment process will work in the following way:

(a) The Professional Designer, having created the project and automatically obtained a quote, can share the relevant information with the End Client.

(b) The End Client has access only to the information he needs in order to proceed in his selection (such as the Reserved List Price, description, product images, etc.) and has the option to accept or decline the quote.

(c) Upon confirmation from the End Client, the Professional Designer can then proceed with the stock confirmation request to D2T Subsidiary for the Manufacturer(s) listed in the quote.

(d) The Manufacturer(s), hence D2T Subsidiary, then have the option to update the availability and lead time of the items and share their comments with the Professional Designer.

(e) Once the Manufacturer(s), hence D2T Subsidiary, have confirmed the availability of the Goods, the Professional Designer will be able to proceed with the order.

(f) The Professional Designer will then send the End Client a link generated by the platform to allow him to make the payment for all of the Goods and the additional fees.

(g) The End Client will pay the Professional Designer either by credit/debit card or through bank transfer.

(h) As soon as the payment has been made, the Manufacturer, hence D2T Subsidiary, will receive a notification.

(i) Each payment will have a project reference code.

(j) The total amount paid to the Professional Designer is automatically deposited into Design2Taste’s Client Account. These funds are made up of the price of the Goods, the Professional Designer’s fees, Design2Taste’s Fees, shipping and handling fees and any other fees.

(k) The requisite funds are transferred from Design2Taste’s Client Account to D2T Subsidiary, hence the Manufacturer(s), upon confirmation of the order, unless otherwise provided and indicated in the product pages.

7.2. The price for Goods shall be the price set out in the Order. The price of the Goods is exclusive of transport of the Goods, which shall be paid by the Professional Designer and defined in the final phase of the Order.

7.3. The shipping costs include the shipping, the floor delivery (if accessible by elevator of a suitable size), the full risk insurance against all risks associated to the transport, the disposal of the packaging and basic installation of the Goods. Additional services will be quoted and paid for separately.

7.4. The Professional Designer shall pay each invoice submitted to it:

(a) Accordingly with the terms of this agreement or as from time to time determined by Design2taste; and

(b) in full and in cleared funds to a bank account nominated by Design2taste, and time for payment shall be of the essence of the Contract.

7.5. If the Professional Designer fails to make any payment due to the Manufacturer, hence D2T Subsidiary, under the Contract by the due date for payment, then the Professional Designer shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Professional Designer shall pay the interest together with the overdue amount.

7.6. The Professional Designer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law.

7.7. Any additional costs owed by the Professional Designer, such as long term storage fees, must be paid to Design2Taste prior to the final delivery of the Goods.

###8. LIMITATION OF LIABILITY (SUPPLIER MODE)

8.1. Nothing in these Conditions shall limit or exclude the Manufacturer's, hence that of D2T Subsidiary, or Design2Taste’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

(b) fraud or fraudulent misrepresentation.

8.2. Subject to clause 8.1:

(a) Design2Taste shall under no circumstances whatever be liable to the Professional Designer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract including the delivery of faulty, incorrect or damaged Goods; and

(b) Design2Taste 's total liability to the Professional Designer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed Design2taste’s Fees.

8.3. This clause 8 shall survive termination of the Contract.

###9. TERMINATION (SUPPLIER MODE)

9.1. Without limiting its other rights or remedies Design2Taste may terminate the Contract by giving the other parties not less than 30 days’ written notice.

9.2. Design2Taste shall be entitled to terminate the Contract upon 15 days’ notice in the event that the Professional Designer is in breach, in Design2taste’s sole discretion, of any of the provisions in the Contract and having been given written notice of the same, has failed to remedy such breach within 5 days.

9.3. Any of the parties may terminate the Contract immediately in the event that:

(a) any of the other parties become bankrupt or insolvent or enter into liquidation or any sort of agreement with its creditors.

(b) any of the other parties (being individuals) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing their own affairs or becomes a patient under any mental health legislation.

9.4. Without limiting its other rights or remedies, Design2Taste may terminate the Contract with immediate effect by giving written notice to the Professional Designer if the Professional Designer fails to pay any amount due under this Contract on the due date for payment.

9.5. On termination of the Contract for any reason:

(a) the Professional Designer shall immediately pay all outstanding unpaid invoices and interest;

(b) the Professional Designer shall return any Goods which have not been fully paid for. If the Professional Designer fails to do so, then the Manufacturer, hence D2T Subsidiary, or Design2Taste may enter the Professional Designer's premises and take possession of them. Until they have been returned, the Professional Designer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

##TERMS APPLICABLE TO CONSULTANT MODE

###10. DELIVERY OF GOODS AND RETURNS (CONSULTANT MODE)

10.1. All delivery of the Goods and Returns shall be arranged via D2T Subsidiary. The Professional Designer shall have no liability in this regard.

###11. PROFESSIONAL DESIGNER'S OBLIGATIONS (CONSULTANT MODE)

11.1. The Professional Designer shall:

(a) co-operate with Design2Taste and D2T Subsidiary in all matters relating to the Contract;

(b) provide D2T Subsidiary with such information and materials as D2T Subsidiary may reasonably require to assist with supply the Goods, and ensure that such information is accurate in all material respects.

###12. CHARGES AND PAYMENT (CONSULTANT MODE)

12.1. The Professional Designer shall be paid a commission on the price of the Goods by D2T Subsidiary upon successful delivery of the Goods and consolidated sale.

###13. LIMITATION OF LIABILITY (CONSULTANT MODE)

13.1. Nothing in these Conditions shall limit or exclude Design2Taste or D2T Subsidiary’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

(b) fraud or fraudulent misrepresentation.

13.2. Subject to clause 13.1:

(a) Design2Taste shall under no circumstances whatever be liable to the Professional Designer in respect of any claim relating to the Contract or these Conditions.

(b) D2T Subsidiary shall under no circumstances whatever be liable to the Professional Designer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract including the delivery of faulty, incorrect or damaged Goods; and

(c) D2T Subsidiary's total liability to the Professional Designer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the commission owed by D2T Subsidiary’s to the Professional Designer.

13.3. This clause 13 shall survive termination of the Contract.

###14. TERMINATION (CONSULTANT MODE)

14.1. Without limiting its other rights or remedies D2T Subsidiary may terminate the Contract by giving the other parties not less than 30 days’ written notice.

14.2. D2T Subsidiary shall be entitled to terminate the Contract upon 15 days’ notice in the event that the Professional Designer is in breach, in D2T Subsidiary’s sole discretion, of any of the provisions in the Contract and having been given written notice of the same, has failed to remedy such breach within 5 days.

14.3. Any of the parties may terminate the Contract immediately in the event that:

(a) any of the other parties become bankrupt or insolvent or enter into liquidation or any sort of agreement with its creditors.

(b) any of the other parties (being individuals) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing their own affairs or becomes a patient under any mental health legislation.

14.4. On termination of the Contract for any reason:

(a) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

##TERMS APPLICABLE TO BOTH CONTRACT MODES

###15. INTELLECTUAL PROPERTY RIGHTS

15.1. All Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by the Manufacturer.

15.2. All intellectual property rights in the Design2Taste Website and other material, content, information or benefits relating to the same, including any material licensed by Design2Taste shall remain with Design2Taste and shall not, under any circumstances, transfer to the Professional Designer.

###16. CONFIDENTIALITY

16.1. A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 16 shall survive termination of the Contract.

###17. FORCE MAJEURE

17.1. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the parties including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

17.2. The parties shall not be liable to each other as a result of any delay or failure to perform their obligations under the Contract as a result of a Force Majeure Event.

17.3. If the Force Majeure Event prevents a party from performing any of its obligations under the Contract for more than 2 weeks, the remaining parties shall, without limiting their other rights or remedies, have the right to terminate the Contract immediately on written notice.

###18. GENERAL

18.1. Entire agreement. The Contract constitutes the entire agreement between the parties. The Professional Designer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of any other party which is not set out in the Contract.

18.2. Publication of the Goods. Any illustrations or descriptions of the Goods on the Design2Taste Website are published for the sole purpose of giving an approximate idea of the Goods described. They shall not form part of the Contract nor have any contractual force.

18.3. Exclusion of other terms. These Conditions apply to the Contract to the exclusion of any other terms that the Professional Designer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

18.4. Quotes. Any quote confirmation given by the Manufacturer is only valid for a period of 30 Days from its date of issue.

18.5. Verification. Design2Taste reserves its right to verify the credentials of the Professional Designer prior to approving their registration.

18.6. Assignment and other dealings. Design2Taste and/or D2T Subsidiary may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. All other parties shall not, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of their rights or obligations under the Contract.

18.7. Severance.

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.8. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.9. Notices. Any notice or other communication required to be given under this Agreement shall be in writing and shall be sent by email to each party required to receive the notice or communication.

18.10. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

18.11. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

18.12. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Design2Taste.

18.13. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18.14. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 - THE SHIPPING COMPANY’S TERMS AND CONDITIONS

TRAMO (UK) LTD - TERMS AND TRADING CONDITIONS

The Customers attention is drawn to the Clauses hereof which exclude or limit the Company's liability and those which require the Customer to indemnify the Company in certain circumstances.

DEFINITIONS AND APPLICATION

1.In these Conditions:

  • "Company" TRAMO (UK) LTD
  • "Person" Includes persons or any Body or Bodies Corporate.
  • "The Owner” Means the Owner of the goods (including any packaging, containers or equipment) to which any business concluded under these Conditions relates and any other person who is or may become interested in them.
  • "Customer" Means any person at whose request or on whose behalf the Company undertakes any business or provides advice, information or services.

2a.Subject to Sub-Paragraph (b) below, all and any activities of the Company in the course of business whether gratuitous or not are undertaken subject to these conditions.

2b.If any legislation is compulsorily applicable to any business undertaken, these Conditions shall, as regards such business, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation and if any part of those Conditions be repugnant to such legislation to any extent such part shall as regards such businesses be overridden to that extent and no further.

3.The Customer warrants that he is either the Owner or the authorized Agent of the Owner and also that he is accepting these conditions not only for himself but also as Agent for and on behalf of the Owner.

THE COMPANY

4a.Subject to Clauses 11 and 12 below, the Company shall be entitled to procure any or all of its services as an agent or to provide those services as a Principal.

4b.The Company shall on demand by the Customer provide evidence of any Contract entered into as Agent for the Customer. In so far as the Company may be in default of this obligation, it shall be deemed to have contracted with the Customer as a Principal for the performance of the Customer’s instructions.

5.When the Company contracts as a Principal for any services, it shall have full liberty to perform such services itself or to subcontract the whole or any part of such services to third parties (including the Company's own parent, subsidiary or assisted companies).

6.When the Company acts as an Agent on behalf of the Customer the Company shall be entitled (and the Customer hereby expressly authorises the Company) to enter into all such Contracts on behalf of the Customer as may be necessary or desirable to fulfil the Customer's instructions and subject to the trading conditions of the parties with whom such contracts are made.

7.The Company reserves to itself a reasonable liberty as to the means, route and procedure to be followed in the handling, storage and transportation of goods.

8a.Subject to Sub-Clause (b) hereof, the Company shall have a general lien on all goods and 22 documents relating to goods in its possession, custody or control for all sums due at any time from the Customer or Owner and shall be entitled to sell or dispose of such goods or documents as Agent for and at the expense of the Customer and apply the proceeds in or towards the payment of such sums on 28 days notice in writing to the customer. Upon accounting to the Customer for any balance remaining after payment of any sum due to the Company and the costs of sale or disposal the Company shall be discharged of any liability whatsoever in respect of the goods or documents.

8b.When the good are liable to perish or deteriorate the Company's right to sell or dispose of the goods shall arise immediately upon the sum becoming due to the Company subject only in the Company taking reasonable steps to bring to the customer's attention its intention of selling or disposing of the goods before doing so.

9.The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to Freight Forwarders.

10a.If delivery of the goods or any part thereof is not taken by the Customer, Consignee or Owner at the time and place when and where the Company is entitled to call upon such person to take delivery thereof, the Company shall be entitled to store the goods or any part thereof at the solo risk of the Customer, whereupon the liability of the Company in respect of the goods or that part thereof stored as aforesaid shall wholly cease and the cost o, such storage if paid for or payable by the Company or any Agent or Sub-Contractor of the Company shall forthwith upon demand be paid to the Customer to Company.

10b.The Company shall be entitled at the expense of the Customer to dispose of (by sale or otherwise as may be reasonable in all circumstances):

  • on 28 days notice in writing to the Customer, or (where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Company to have any interest in the goods) without notice, any goods which have been held by the Company for 90 days and which cannot be delivered as instructed; and
  • without prior notice, goods which have perished, deteriorated or altered or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to the Company or Third Parties or to contravene any applicable laws or regulations. 11a. No insurance will be affected except upon except instructions given in writing by the Customer and all insurances affected by the Company are subject to usual exceptions and conditions of the Policies of the Insurance Company or Underwriters taking the risk. Unless otherwise agreed in writing the Company shall not be under any obligation to affect a separate insurance on each consignment but may declare it on any open or general Policy held by the Company.

11b.In so far as the Company agrees to offer insurance the Company acts solely as Agent for the Consumer. The limits of liability under Clause (27a)(d) of these Conditions shall not apply to the Company's obligations under Clauses 11a and 11b.

12a.Except under special arrangements previously made in writing or under the terms of a printed document signed by the Company, any instructions relating to the delivery or release of goods in specified circumstances only, such as (but without prejudice to the generality of this Clause) against payment or against surrender of a particular document, are accepted by the Company where the Company has to engage third parties to effect compliance with the instructions, only as Agents for the Customer.

12b.The Company shall not be under any liability in respect of such arrangement as are referred to under Sub-Clause (a) hereof save where such arrangements are made in writing.

12c. ln any event, the Company's liability in respect of the performance or arranging the performance of such instructions shall not exceed the limits set out in Cause 27a (ii) of these Conditions.

13.Advice and information, in whatever form it may be given, is provided by the Company for the Customer only and the Customer shall not pass such advice or information to any Third Party without the Company's written agreement. The Customer shall indemnify the Company against all loss and damage suffered as a consequence of any breach of this Condition by the Customer.

14a.Except under special arrangement previously made in writing the Company will not accept or deal with bullion, coin, precious stones, jewellery, valuables, antiques, pictures, human remains, live stock, pets or plants. Should any Customer nevertheless deliver any such goods to the Company or cause the Company to handle or deal with any such goods otherwise than under special arrangements previously made in writing the Company shall be under no liability whatsoever for or in connection with such goods howsoever arising.

14b.The Company may at any time waive its rights and exemptions from liability under Sub-Clause (a) above in respect of any one or more of the categories mentioned herein or of any pad of any category. lf such waiver is not in writing, the onus of proving such waiver shall be on the Customer.

15.Except following instructions previously received in writing and accepted by the Company, the Company will not accept or deal with goods of a dangerous or damaging nature, nor with goods likely to harbour or encourage vermin or other pests, nor with goods liable to taint or affect other goods. lf such goods are accepted pursuant to a special arrangement and then in the opinion of the Company they constitute a risk to other goods, property, life or health, the Company shall where reasonably practicable contact the Customer, but reserves the right at the expense of the Customer to remove or otherwise deal with the goods. Where there is a choice of rates according to the extent or degree of the liability assumed by carriers, warehousemen or others, no declaration of value where optional will be made except under special arrangements previously made in writing.

THE CUSTOMER

17.The Customer warrants:

17a.that the description and particulars of any goods furnished by or on behalf of the Customer are full and accurate.

17b.that all goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the goods and the characteristics of the goods.

17c.that where the Company receives the goods from the Customer already stowed in or on a container, tractor, tanker, or any other device specifically constructed for the carriage of goods by land, sea or air (each hereafter individually referred to as “the transport unit”), the transport unit is in good condition, and is suitable for the carriage to the intended destination of the goods loaded therein or thereon.

18.Should the Customer otherwise than under special arrangements previously made in writing as set out in Clause 16 above deliver to the Company or cause the Company to deal with or handle goods of a dangerous or damaging nature, or goods likely to harbour or encourage vermin or other pests, or goods liable to taint or affect other goods, he shall be liable for all loss or damage arising in connection with such goods and shall indemnify the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith, and the goods may be dealt with in such manner as the Company or any other person in whose custody they may be at any relevant time shall think fit.

19.The Customer undertakes that no claim shall be made against any Director, Servant, or Employee of the Company which imposes or attempts to impose upon them any liability in connection with any services which are the subject of these Conditions and if such claim should nevertheless be made, to indemnify the Company against all consequences thereof.

20.The Customer shall save harmless and keep the Company indemnified from and against:

20a.All liability, loss, damage, costs and expenses whatsoever (including without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the goods) arising out of the Company acting in accordance with the Customer's instructions or arising from any breach by the Customer of any Warranty contained in these Condition or from the negligence of the Customer, and

20b.Without derogation from Sub-Clause (a) above, any liability assumed or incurred by the Company when by reason of carrying out the Customer's instructions the Company has reasonably become liable or may become liable to any other party, and

20c.All claims, costs and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company under the terms of these Conditions regardless whether such claims, costs and demands arise from or in connection with the negligence or breach of duty of the Company, its Servants, Sub-Contractors or Agents, and

20d.Any claims of a General Average nature which may be made on the Company.

21a.The Customer shall pay to the Company in cash or as otherwise agreed all sums immediately when due without reduction or deferment on account of any claim, counterclaim or set-off.

21b.In respect of all sums which are overdue with reference to the Late Payments (Interest) Act 1998 the Customer shall be liable to pay to the Company interest calculated at 8% above the prevailing Base Rate of the London clearing banks.

22.Despite the acceptance by the Company of Instructions to collect freight, duties, charges or other expenses from the Consignee or any other person the Customer shall remain responsible for such freight, duties, charges or expenses on receipt of evidence of proper demand and in the absence of evidence of payment (for whatever reason) by such Consignee or other person when due.

23.Where liability for General Average arises in connection with the goods, the Customer shall promptly provide security to the Company or in any other party designated by the Company in a form acceptable to the Company.

LIABILITY AND LIMITATION

24.The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgement.

25.The Company shall be relieved of liability for any loss or damage if and to the extent that such loss or damage is caused by:

25a.strike, lock-out, stoppage or restraint of labour, the consequences of which the company is unable to avoid by the exercise of reasonable diligence:

25b.any cause or event which the Company is unable to avoid and the consequences whereof the Company is unable to prevent by the exercise of reasonable diligence.

26.Except under special arrangements previously made in writing the Company accepts no responsibility for departure or arrival dates of goods.

27a.Subject to Clause 2(b) and 11(b) above and Sub-Clause (d) below the Company's liability howsoever arising and notwithstanding that the cause of loss or damage be unexplained shall not exceed:

  • in the case of claims for loss or damage to goods: (a) the value of any goods lost or damaged, or (b) a sum at the rate of two Special Drawing Rights as defined by the International Monetary Fund (hereinafter referred to as SDR'S), per kilo of the gross weight of any goods lost or damaged whichever shall be the least.
  • in the case of all other claims: (a) the value of the goods the subject of the relevant transaction between the Company and its Customer, or (b) a sum at the rate of two SDR's per kilo of the gross weight of the goods the subject of the said transaction, or (c) 75,000 SDR's in respect of any one transaction whichever shall be the least. For the purposes of Clause 27(a) the value of the goods shall be their value when they were or should have been shipped. The value of SDR's shall be calculated as at the date when the claim is received by the Company in writing.

27b.Subject to Clause 2(b) above, and Sub-Clause (d) below, the Company's liability for loss or damage as a result of failure to deliver or arrange delivery of goods in a reasonable time or (where there is a special arrangement under Clause 26) to adhere to agreed departure or arrival dates shall not in any circumstances whatever exceed a sum equal to twice the amount of the Company's charges in respect of the relevant transaction.

27c.Save in respect of such loss or damage as is referred to in Sub-Clause (b) and subject to Clause 2(b) above and Sub-Clause (d) below, the Company shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss or profit, loss of market or the consequences of delay or deviation however caused.

27d.By special arrangement agreed in writing, the Company may accept liability in excess of the limits set out in Sub-Clause (a) to (c) above upon the Customer agreeing to pay the Company's additional charges for accepting such increased liability. Details of the Company's additional charges will be provided upon request.

28a.Any claim by the Customer against the Company arising in respect of any service provided for the Customer or which the Customer has undertaken to provide shall be made in writing and notified to the Company within 14 days of the date upon which the Customer became or should have become aware of any event or occurrence alleged to give rise to such claim and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred/possible for him to do so except where the Customer can show that it was impossible for him to comply with this Time Link and that he has made the claim as soon as it was reasonably possible for to do so.

28b.Notwithstanding the provisions of Sub-Paragraph (a) above the Company shall in any event be discharged of all liability whatsoever howsoever arising in respect of any service provided for the Customer or which the Company has undertaken to provide unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.

29.The Company shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contact or otherwise for any loss arising as a result the Company being reasonably unaware of structural features, defects, wiring and plumbing layout or other characteristics of the property in which the Company is providing services under the Agreement.

30.The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim resulting from the Company being reasonably unaware of structural features, defects, wiring and plumbing layout or other characteristics of the property in which the Company is providing services under the Agreement.

JURISDICTION AND THE LAW

31.These conditions and any ad or contract to which they apply shall be governed by English Law and any dispute arising out of any act or contract to which these Conditions apply shall be subject to the exclusive jurisdiction of the English Courts.

All business is carried out under the Company's Trading Conditions, copies are obtainable on request.

Any questions?