Toolally Stockist Information and Terms & Conditions
1.1 All designs are protected by international rights of copyright. Any use of copyrighted material without prior notice and agreement from Toolally will be considered a breach of copyright and legal action will be taken.
1.2 You will not, without our prior written consent, allow any of our logos or trademarks or other words or marks applied to Toolally products to be obliterated, covered, obscured or omitted or to add any additional words or marks.
1.3 No delay or failure on our part to enforce our rights or remedies under these terms and conditions shall constitute a waiver on our part of such rights and remedies unless such waiver is confirmed in writing.
1.4 We ask that our stockists do not include Toolally in their Google Adwords without permission.
Minimum Order Quantities
2.1a All first time customers are set up on a proforma account basis.
Initial Minimum Order: £450 excluding VAT (which is around 25 units).
International – case by case.
2.1b Minimum reorders: £350 excluding VAT.
2.2 Allow a minimum of four weeks from confirmation of order for delivery to UK stockists, six weeks overseas.
2.3 When placing orders please email firstname.lastname@example.org with the subject line stating stockist name, date, and the words ‘STOCK ORDER’. Once you have received a confirmation of order you should check and confirm that all of the details are correct within 14 days of the date of receipt. If you do not confirm within that time period the order will be cancelled from our system. Once confirmation has been received by us this order cannot be cancelled.
3.1 Overseas customers must take full responsibility for shipping as well as Import/Export duties.
3.2 Goods will be delivered to the address nominated by you at the time of ordering.
3.3 For orders dispatched, please allow for 3-5 days delivery within the UK and 8-10 days for international delivery.
3.4 Notification by email will be sent prior to shipping to confirm delivery address and give an approximate delivery date.
It is unusual for our products to have faults due to the high quality craftsmanship, however, should any item be returned to you due to a production fault, within 6 months of sale, we will do our best to repair or replace the item. We will provide you with a telephone number that your customers can call to arrange return direct to us. This policy does not cover any damage caused by the customer due to negligence or stress on the item concerned. In the case of damage caused by the customer please refer them to our repairs service.
Please do not return any items to us without speaking to us first.
5.1 For Credit customers a standard 30-day payment schedule applies from date of invoice (Credit accounts available subject to references)
5.2 For proforma accounts payment is due pre-delivery.
5.3 An invoice will be issued to you upon dispatch of the Goods. Value Added Tax will be added to all orders placed within the UK, which is payable by you.
5.4 Any variations on our payment terms will be stated on individual invoices and agreed prior to order fulfilment.
5.5 In the event of a query or dispute with an invoice, you must notify us of your query or the nature of your dispute within 3 days of the date on the invoice. Failure to notify within this time will mean that you are deemed to have accepted the invoice in full and the full amount is due and payable.
5.6 Failure to pay on time will result in late payment charges which shall be calculated in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date the payment was originally due until the date of actual payment. We reserve the right to add interest at the current legal rate to all our invoices that are not paid within 30 days (or within an alternative timescale agreed prior to order confirmation).
5.7 Failure to pay may result in Toolally taking further action which includes but is not limited to: further charges or details being passed to debt collection agencies.
5.8 We reserve the right to charge an administration fee for any late payment notices which we send to you in the event of your late payment. We also reserve the right to cancel any discount that we may have offered to you, to alter your payment terms and/or to suspend or cancel future deliveries in the case of late payment.
5.9 Payments should be made by BACs. to the account as detailed on our invoice. Credit card payments can be made but will incur an additional transaction charge of 3%.
6.1 We reserve the right to cancel or suspend your order at any time if you become bankrupt or insolvent, enter into any arrangement with your creditors, or being a company, go into liquidation or are wound-up, or being a partnership, are dissolved or if, in our reasonable opinion, one of the aforementioned events is likely to occur. You must notify us in writing immediately if any one of the aforementioned events occurs.
6.2 In such cases you shall become liable to pay the total value of the Order if the product has been dispatched or a restocking charge of 5% of the order value.
6.3 If we feel that our reputation and company standards are being damaged while continuing a business relationship, we also reserve the right to terminate our relationship with 30 days notice.
7. RRP AND DISCOUNTS
7.1 Wholesale and recommended retail prices may fluctuate due to market forces and we reserve the right to alter them periodically. 30 day notice will be given to all stockists prior to any price changes.
7.2 Discounts cannot be applied to Toolally products without our prior written consent.
8. OUR COMMITMENT
8.1 You must notify us immediately if you find any of our products supplied to be defective in any way (which must be no later than 24 hours of receipt of the Order) and allow us an opportunity to investigate.
8.2 Where we have agreed that the Goods are defective then we will supply suitable replacement goods free of charge and arrange for the return of defective products.
9.1 The Client, you, is permitted to resell the goods to consumers only at specified locations or store branded websites. Any changes to such locations will require our prior written consent.
10. THIRD PARTY STOCKISTS/MARKETPLACES
10.1 Toolally reserves the right to protect its brand and determine where Toolally products are sold. Toolally MUST be notified prior to products being advertised through/on third party stockists and marketplaces such as eBay, Amazon, Trouva, etc and we reserve the right to block any of our products from being advertised on such sites. Failure to notify Toolally and obtain prior agreement will result in sanctions placed on product availability, future order cancellation and/or further legal action being taken to have these items removed from third party sellers/marketplaces.
10.2 You agree that Toolally products will be sold by you direct to consumers and not in bulk to entities for the purposes of reselling.
10.3 Where we have reasonable grounds to believe that you have acted in breach of these Terms and Conditions we may forthwith withdraw our permission for you to sell Toolally products and you will no longer be entitled to sell our products and to use our logo.
11.1 Toolally is the owner of all Intellectual Property Rights in the mark “TOOLALLY” and in the individually styled letter T including any derivation thereof. You hereby acknowledge such ownership rights and agree that you have no right or claim to the mark. You acknowledge that Toolally places significant value on the Intellectual Property Rights in the “TOOLALLY” mark and hereby undertakes that it shall not at any time use the “TOOLALLY” mark or any derivation of the same other than as expressly agreed with Toolally and in accordance with these terms and conditions. You agree not to use any trademarks, names or logos which are the same or confusingly similar to or infringe the “TOOLALLY” mark. You must promptly notify us in writing of any breach of this clause.
11.2 All advertising of Toolally products requires the prior written consent of Toolally. The retailer/stockist is hereby granted a non-exclusive, revocable, royalty free licence to use the mark “TOOLALLY” on advertisements which have been approved by us only for the duration of the particular advertising campaign.
12. LIMITATION OF LIABILITY
12.1 We shall not be held liable for any failure or delay in delivering the Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as act of God or those of a third party.
12.2 We shall not be held liable for third party misrepresentations of TOOLALLY products or third party fraudulent misrepresentations.
12.3 Should either party decide that a business relationship can no longer be amicable and no reasonable compromise can be reached, termination of a business relationship will require a 30 day notice period in writing and the client shall be liable for any orders or outstanding payments due within that notice period.