Terms & Conditions
1. Definitions and Interpretation
1.1 In these Conditions, the following definitions apply:
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
- Conditions: the terms and conditions set out in this document together with any special terms agreed in writing between the Customer and Colomer;
- Contract: the contract between Colomer and the Customer for the sale and purchase of the Goods in accordance with these Conditions;
- Customer: the person or firm who purchases the Goods from Colomer;
- Force Majeure Event: has the meaning given in clause 10;
- Goods: the goods (or any part of them) set out in the Order;
- Colomer: Colomer Munmany Europe Company Ltd (a company registered in England and Wales with company number 08106006);
- Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of Colomer's quotation; and
- Order Confirmation: has the meaning given in clause 2.3.
1.2 In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 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
1.2.5 a reference to writing or written includes faxes and emails.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Colomer issues a written acceptance of the Order (“Order Confirmation”), at which point the Contract shall come into existence. No Contract will come into existence until an Order Conformation is issued by Colomer.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Colomer which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by Colomer are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force and this is not sale by sample.
2.6 A quotation for the Goods given by Colomer shall not constitute an offer. A quotation shall only be valid for the period stated in writing by Colomer in that quotation or if no period is stated for a period of 20 (twenty) Business Days from its date of issue.
2.7 Acceptance of delivery of the Goods will be deemed conclusive evidence of the Customer's acceptance of these Conditions.
3. How to place an order online
3.1 Your representative must be 18 years of age or older.
3.2 To set up an account, please visit our website -
Please note, we do not supply directly to consumers, only to registered businesses.
3.3 The online shop offers the facility to order from our complete product line, 24 hours per day, 7 days per week and 52 weeks of the year. Despatch will take place Mondays to Fridays, during the times stated and excluding public holidays and our Christmas closedown.
3.4 Your invoice receipt will be emailed to your specified accounts' correspondence email address.
3.5 We also take orders via email, letter, telephone, fax or in person. Please contact us for details about how to place an order using those methods.
4. Delivery
4.1 Colomer shall use its reasonable endeavours to ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Colomer reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).
4.2 The Customer shall collect the Goods from Colomer's premises within 3 (three) Business Days after Colomer notifies the Customer that the Goods are ready. Collection of the Goods will be made during Colomer's usual business hours. If Colomer agrees to arrange transport of the Goods to the Customer on behalf of the Customer, the Customer shall pay the cost of such transport and shall be responsible for insuring the Goods from the time at which the Goods are collected from Colomer's premises.
4.3 Delivery of the Goods shall be completed on completion of loading of the Goods at Colomer's premises (including, for the avoidance of doubt, where Colomer arranges transport in accordance with clause 4.2 above).
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Customer accepts that Colomer may deliver the Goods up to 13 weeks after the date quoted for delivery in the Order Confirmation. Colomer shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Colomer with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If Colomer fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Colomer shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Colomer with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Colomer shall have no liability to the Customer for direct, indirect or consequential loss, howsoever caused (including in negligence) by any delay in delivery or failure to deliver except as set out above.
4.6 If the Customer fails to take delivery of the Goods within 3 three Business Days of Colomer notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Colomer's failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Colomer notified the Customer that the Goods were ready; and
4.6.2 Colomer shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 (ten) Business Days after the day on which Colomer notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Colomer may:
4.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with clause
4.7.2 and charge the Customer for all related costs and expenses (including without limitation, storage and insurance); and/or
4.8 following written notice to the Customer, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 Colomer may deliver the Goods by instalments, which shall be invoiced and paid for separately in accordance with these Terms. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality
5.1 Colomer warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 The Customer acknowledges and accepts that:
5.2.1 being a natural product, colour variations occur between batches of the Goods and Colomer cannot guarantee an exact colour match to a sample; and Page 2
5.2.2 Colomer reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or if any such amendment would not materially affect the quality or performance of the Goods.
5.3 Subject to clause 5.4, if:
5.3.1 the Customer gives notice in writing to Colomer within 15 (fifteen) days of delivery of the Goods that some or all of the Goods do not comply with the warranty set out in clause 4.1; and
5.3.2 Colomer is given a reasonable opportunity of examining such Goods; and
5.3.3 the Customer (if asked to do so by Colomer) returns such Goods (being all the Goods unless otherwise agreed with Colomer) to Colomer's place of business at the Customer's cost, Colomer shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 Colomer shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 in any of the following events:
5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 4.3;
5.4.2 the defect arises because the Customer failed to follow Colomer's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.4.3 the defect arises as a result of Colomer following any drawing or design supplied by the Customer;
5.4.4 the Customer alters or repairs such Goods without the written consent of Colomer;
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.4.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
5.4.7 Colomer has not received payment of all sums due in full (in cash or cleared funds) for the Goods in question in accordance with clause 6.4.
5.5 Except as provided in this clause 4, Colomer shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by Colomer.
6. Title and Risk
6.1 The risk of damage to or loss of the Goods shall pass to the Customer on completion of delivery (or deemed delivery in accordance with clause 3).
6.2 Ownership of the Goods shall not pass to the Customer until Colomer has received payment of all sums due in full (in cash or cleared funds) for:
6.2.1 the Goods; and
6.2.2 any other goods or services that Colomer has supplied to the Customer in respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as Colomer's bailee;
6.3.2 store the Goods (at no cost to Colomer) separately from all other goods held by the Customer so that they remain readily identifiable as Colomer's property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.5 notify Colomer immediately if it becomes subject to any of the events listed in clause 8.1.2; and
6.3.6 give Colomer such information relating to the Goods as Colomer may require from time to time.
6.4 Notwithstanding the terms of clause 6.3, the Customer may resell or use the Goods in the ordinary course of its business before ownership has passed to it provided that:
6.4.1 any sale will be at full market value and the Customer will account to Colomer accordingly;
6.4.2 any such sale will be a sale of Colomer's property on the Customer's own behalf and the Customer will deal as principal when making such a sale; and/or
6.4.3 if before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses 8.1.2 to 8.1.5, or Colomer reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Colomer may have, Colomer may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. Colomer will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from Colomer.
6.5 Where Colomer is unable to determine whether any goods are the Goods in respect of which Colomer's right to possession has terminated, Colomer will be deemed to have sold all goods of the kind sold by Colomer to the Customer in the order in which they were invoiced to the Customer.
7. Price and Payment
7.1 The price of the Goods shall be the price set out in the Order Confirmation.
7.2 UK Dropship orders are charged at a standard fee. All other UK orders include delivery. International delivery is charged at cost.
7.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Colomer, pay to Colomer such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.4 Colomer may invoice the Customer for the Goods on or at any time after the completion of delivery and the Customer shall pay the invoice in full and in cleared funds within the period stated in the Order Confirmation or, if no period is specified, 30 days from the date of the invoice. Payment shall be made to the bank account nominated in writing by Colomer. Time of payment is of the essence.
7.5 If the Customer fails to make any payment due to Colomer under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate set in the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. The Customer acknowledges that Colomer may pass outstanding debts to a debt collection agency for collection.
7.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Colomer in order to justify withholding payment of any such amount in whole or in part. Colomer may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Colomer to the Customer.
7.7 The customer should pay to the Colomer specified bank account as noted on the sales invoice, no other account is allowed. For any change of bank account, Colomer will send written notice to the customer in advance, and with the company stamp. The customer is required to confirm acceptance of the account change by phone or e-mail with Colomer customer manager or sales manager. Otherwise the customer shall be responsible for any loss caused by the customers payment to any other account.
8. Termination
8.1 Colomer may terminate the Contract or cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Colomer without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due if the Customer:
8.1.1 commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within a period of 10 (ten) Business Page 3 Days after receipt of notice in writing requiring it to do so; or
8.1.2 summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, has a receiver, manager or administrative receiver appointed over any of its assets, undertakings or income, has passed a resolution for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation previously approved in writing by the party serving notice), is subject to a petition presented to any Court for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation previously approved in writing by the party serving notice), has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under Part 26 (arrangements and reconstructions) Companies Act 2006, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator given by any person or is the subject of a notice to strike off the register at Companies House; or
8.1.3 becomes bankrupt, insolvent, makes any composition with his creditors, has a receiver appointed under the Mental Health Act 1893 or dies; or
8.1.4 ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
8.1.5 or the equivalent of any of the above occurs to the Customer under the jurisdiction to which the Customer is subject; or
8.1.6 Colomer reasonable believes that one of the above circumstances is about to occur.
8.2 Termination of the Contract, however arising, shall not affect either of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of Liability
9.1 Nothing in these Conditions shall limit or exclude Colomer's liability for: 8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Sale and Supply of Goods and Services Act 1982;
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for Colomer to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 Colomer shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss (including at all times, without limitation, economic loss, loss of business, depletion of goodwill or similar) howsoever caused arising under or in connection with:
9.2.1.1 any of the Goods, or the manufacturer or sale or supply, or failure or delay in supply of the Goods by Colomer or on the part of Colomer's business;
9.2.1.2 any breach by Colomer of any of the express or implied terms of the Contract;
9.2.1.3 any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods;
9.2.1.4 any statement made or not made, or advice given or not given, by or on behalf of Colomer; or
9.2.1.5 otherwise under the Contract.
9.2.2 Colomer's total liability to the Customer 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 price paid for the Goods in the Order under which the liability has arisen.
9.3 Colomer hereby excludes to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
9.4 The Customer acknowledges that the above provisions of this clause 8 are reasonable and reflected in the price which would be higher without those provisions, and the Customer will accept such risk accordingly.
10. Force Majeure
10.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes, lockouts or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, extremes of weather, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. Variation and Waiver
11.1 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Colomer.
11.2 No failure to exercise or delay in exercising any right or remedy provided under the Contract or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
11.3 No single or partial exercise of any right or remedy under the Contract shall prevent or restrict the further exercise of that or any other right or remedy.
12. Notices
12.1 Any notices must be in writing and may be delivered by hand, first class post, Special Delivery post, fax or email, addressed to the recipient at its registered office or to any other address, fax number or email address as notified in writing to the sender by the other party.
13. Rights of Third Parties
13.1 No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract.
14. Governing Law and Jurisdiction
14.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
15. Assignment
15.1 Colomer may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Colomer.
16. Severance
16.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected and the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
