Our Terms for Trade Partnership
The Baby Cot Shop Trade Terms and Conditions
1. DEFINITIONS
• Seller: The Baby Cot Shop of 408 King’s Road, London SW10 0LJ.
• Buyer: The person who buys or agrees to buy the Goods and/or Services from the Seller.
• Conditions: The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
• Goods: The items which the Buyer agrees to buy from the Seller as set out in the Order.
• Price: The price for the Goods, excluding VAT and any carriage, packaging, and insurance costs.
• Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, trademarks, 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.
• Order: The Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form, or the Buyer’s written acceptance of the Seller’s quotation.
• Services: The services supplied by the Seller to the Buyer as set out in the Order.
2. CONDITIONS
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions, including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or any other document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
2.3 Acceptance of these Conditions by the Buyer shall be deemed to occur upon the earlier of:
• (i) payment for the Goods and/or Services;
• (ii) delivery of the Goods; or
• (iii) commencement of the Services.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. PRICE
The Price shall be the price quoted on the Order, excluding VAT, carriage, packaging, and insurance costs unless otherwise specified.
4. PAYMENT AND INTEREST
4.1 Non-refundable Deposit: The Buyer is obligated to initiate production by remitting a non-refundable down payment equivalent to 50% of the total price. The remaining balance must be settled no later than 2 weeks prior to the scheduled delivery date, which will be communicated to the Buyer via email by the Seller.
4.2 Late Payment and Interest: If the Buyer fails to settle the balance within 5 days of the request, a storage fee will be imposed. The Seller reserves the right to apply interest on overdue invoices at a rate of 5% per annum.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.
4.4 Non-refundable Payments: All payments made by the Buyer are non-refundable under any circumstances, including but not limited to order cancellation by the Buyer, failure to collect or take delivery of the Goods, or any other reason beyond the Seller’s control.
5. GOODS
5.1 The Goods are described in the Order.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. WARRANTIES
6.1 The Seller warrants that for a period of 2 years for BCS Brand Cots, BCS Brand Changing Units, and BCS Brand Wardrobes, 1 year for Moses Baskets and Cribs, and 2 years for Rocking Chairs commencing on the date of delivery of the Goods, the Goods and/or Services shall:
• 6.1.1 Conform with their description;
• 6.1.2 Be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
• 6.1.3 Be fit for any purpose held out by the Seller; and
• 6.1.4 Be carried out in accordance with the Supply of Goods and Services Act 1982.
6.2 Exclusion of Implied Terms: Except as expressly provided in these Conditions, and to the maximum extent permitted by law, the Seller excludes all warranties, conditions, or other terms implied by statute, common law, or otherwise. The Buyer agrees that no refunds will be issued except as explicitly outlined in the Warranty Terms.
7. DELIVERY OF GOODS
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to dispatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract. The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.
7.3 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. ACCEPTANCE OF THE GOODS
8.1 The Buyer shall be deemed to have accepted the Goods on the date of delivery.
8.2 The Buyer shall carry out a thorough inspection of the Goods immediately following delivery, and any issues must be reported immediately to the driver before they leave. In the unlikely event of a defect in manufacturing, the Seller shall repair or replace any defective Goods, or issue a store credit at the Seller’s discretion. No refunds will be provided for bespoke, made-to-order, personalised, or custom-made products.
8.3 Where the Buyer has accepted or has been deemed to have accepted the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. TITLE AND RISK
9.1 Title and risk shall pass on delivery of the Goods to the Buyer’s address. However, for bespoke, made-to-order, and custom items, ownership shall be vested in the Buyer upon completion of production of the goods.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them has been paid in full.
9.3 Until title passes, the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
• 9.4.1 Repossess and dismantle and use or sell all or any of the Goods, and by doing so terminate the Buyer’s right to use, sell, or otherwise deal in them; and
• 9.4.2 For that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
10. CARRIAGE OF GOODS
Carriage will be chargeable on all sales in the amount depending on the buyer’s location.
11. SUPPLY OF SERVICES
11.1 The Seller agrees to undertake and provide the Services in accordance with any brief and deadline agreed with the Buyer.
11.2 The Seller shall manage and carry out the Services in an expert and diligent manner, providing services to the best of their technical and creative skills.
12. BUYER’S OBLIGATIONS
12.1 The Buyer shall ensure that the terms of the Order are complete and accurate.
13. CONFIDENTIALITY
The Seller agrees not to disclose any Confidential Information to third parties.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
15. LIMITATION OF LIABILITY
15.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
• 15.1.1 Death or personal injury caused by its negligence;
• 15.1.2 Fraud or fraudulent misrepresentation.
15.2 Subject to clause 15.1:
• 15.2.1 The Seller shall under no circumstances be liable for any indirect or consequential loss;
• 15.2.2 The Seller’s total liability shall in no circumstances exceed the price of the goods supplied.
16. TERMINATION OF AGREEMENT
The Agreement will terminate upon fulfilment of the Services. All payments made are non-refundable.
17. CONSEQUENCES OF TERMINATION
All outstanding payments must be made immediately upon termination, and the Buyer acknowledges that all payments made are non-refundable.
18. INSURANCE
The Seller warrants to maintain adequate public liability and professional indemnity insurance.
19. DATA PROTECTION AND DATA PROCESSING
Both parties will comply with all applicable data protection legislation.
20. NO EMPLOYMENT OR PARTNERSHIP
This Agreement constitutes a contract for the provision of services and not a
contract of employment. Accordingly, the Seller is an independent contractor, and nothing in this Agreement shall render or be deemed to render the Seller an employee, worker, or agent of the Buyer. The Seller shall not hold themselves out as such.
20.2 The Seller may delegate performance of the Services to suitably qualified and experienced personnel as deemed appropriate, with prior approval from the Buyer, who may refuse the replacement if deemed insufficiently qualified.
21. NOTICES/COMMUNICATIONS
21.1 Any notice or communication under or in connection with this Agreement shall be in writing and addressed to the recipient at its registered office or such other address as notified in writing.
21.2 A notice or communication will be deemed received:
• If delivered personally, when left at the address;
• If sent by pre-paid first-class post, at 9.00 am on the second business day after posting;
• If sent by e-mail, one business day after transmission.
22. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties, superseding all previous agreements, promises, assurances, warranties, representations, and understandings.
23. FORCE MAJEURE
23.1 Neither party shall be liable for failure to perform any of its obligations under this Agreement if such failure is caused by an event beyond the reasonable control of that party, including but not limited to natural disasters, strikes, or governmental actions.
24. ASSIGNMENT AND OTHER DEALINGS
24.1 The Seller may assign or subcontract any of its obligations under this Agreement at its discretion. The Buyer shall not assign or subcontract any of its obligations without the Seller’s prior written consent.
25. SEVERABILITY
If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.
26. WAIVER
Failure to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision.
27. VARIATION
No variation of this Agreement shall be effective unless agreed in writing and signed by both parties.
28. LAW AND JURISDICTION
This Agreement and any disputes arising out of or in connection with it shall be governed by English law, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
29. NON-REFUNDABLE POLICY
29.1 The Buyer acknowledges and agrees that all payments made for Goods and/or Services, including deposits and balance payments, are strictly non-refundable. No refunds will be entertained under any circumstances, including but not limited to order cancellation, failure to collect or accept delivery, or any defects in the Goods.