Kidsorium LTD Trade Terms and Conditions
1. DEFINITIONS
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Seller: Kidsorium LTD of 40 Bowling Green Lane, London, EC1R 0NE.
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Buyer: The person who buys or agrees to buy the Goods and/or Services from the Seller.
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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.
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Goods: The items which the Buyer agrees to buy from the Seller as set out in the Order.
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Price: The price for the Goods, excluding VAT and any carriage, packaging, and insurance costs.
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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.
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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.
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Services: The services supplied by the Seller to the Buyer as set out in the Order.
2. CONDITIONS
2.1 These Conditions form the basis of the contract between the Seller and the Buyer for the sale of Goods and/or Services, to the exclusion of all other terms including the Buyer’s standard conditions of purchase or other conditions applied under any order or document.
2.2 All orders shall be deemed offers by the Buyer to purchase Goods and/or Services under these Conditions.
2.3 Acceptance of these Conditions by the Buyer shall 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 Variations to these Conditions must be agreed in writing by the Seller.
2.5 These Conditions represent the entire agreement between the Seller and Buyer, superseding all previous terms.
3. PRICE
The Price shall be the amount quoted on the Order, excluding VAT and any additional costs unless otherwise specified.
4. PAYMENT AND INTEREST
4.1 Non-refundable Deposit: A 50% non-refundable deposit is required to initiate production. The balance is due no later than 2 weeks prior to the delivery date, which will be communicated by the Seller via email.
4.2 Late Payment and Interest: Late payments incur storage charges and interest at 5% per annum.
4.3 Payments must be made in full; no rights of set-off or counterclaim may be exercised.
4.4 All payments are non-refundable, including cancellations or failures to collect Goods.
5. GOODS
5.1 Goods are described in the Order.
5.2 The Seller may change specifications as required by applicable law or regulation.
6. WARRANTIES
6.1 The Seller warrants that for:
• 2 years for Kidsorium-branded Cots, Changing Units, and Wardrobes
• 1 year for Moses Baskets and Cribs
• 2 years for Rocking Chairs
the Goods/Services will:
• Conform to their description
• Be of satisfactory quality
• Be fit for purpose as described
• Comply with the Supply of Goods and Services Act 1982
6.2 No other warranties are implied. Refunds are not provided outside Warranty Terms.
7. DELIVERY OF GOODS
7.1 Delivery will be made to the Buyer’s address. Buyer must be available to receive Goods on the agreed date.
7.2 While the Seller will use reasonable endeavours to meet delivery dates, these are not guaranteed. The Seller is not liable for delays.
7.3 If the Buyer fails to take delivery, the Seller may store and insure the Goods and charge the Buyer.
8. ACCEPTANCE OF THE GOODS
8.1 The Buyer is deemed to have accepted the Goods upon delivery.
8.2 Goods must be inspected immediately upon delivery. Any issues must be reported to the driver. The Seller may repair or replace defective Goods or issue store credit. Refunds are not available for bespoke or custom items.
8.3 Accepted Goods may not be rejected later.
9. TITLE AND RISK
9.1 Title and risk pass on delivery. For bespoke/custom items, ownership passes upon completion of production.
9.2 Title remains with the Seller until full payment is made.
9.3 Until title passes, the Buyer holds Goods as bailee and must identify them as the Seller’s property.
9.4 The Seller may repossess Goods at any time before title passes.
10. CARRIAGE OF GOODS
Carriage is chargeable based on the Buyer’s location.
11. SUPPLY OF SERVICES
11.1 The Seller agrees to provide Services per the agreed brief and timeline.
11.2 Services will be provided with skill, care, and diligence.
12. BUYER’S OBLIGATIONS
12.1 The Buyer must ensure the Order is complete and accurate.
13. CONFIDENTIALITY
The Seller will not disclose any confidential information to third parties.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property Rights from the Services remain the property of the Seller.
15. LIMITATION OF LIABILITY
15.1 Nothing excludes liability for death or injury due to negligence, or for fraud.
15.2 The Seller is not liable for indirect or consequential loss. Total liability is capped at the Price.
16. TERMINATION OF AGREEMENT
The Agreement terminates upon Service fulfilment. All payments remain non-refundable.
17. CONSEQUENCES OF TERMINATION
All outstanding payments are due immediately. All prior payments are non-refundable.
18. INSURANCE
The Seller maintains adequate public liability and professional indemnity insurance.
19. DATA PROTECTION AND DATA PROCESSING
Both parties will comply with data protection laws.
20. NO EMPLOYMENT OR PARTNERSHIP
This Agreement does not create employment or partnership. The Seller is an independent contractor.
20.2 The Seller may delegate Services to qualified personnel with the Buyer’s approval.
21. NOTICES/COMMUNICATIONS
21.1 Notices must be in writing and sent to the registered office or designated address.
21.2 Notices are deemed received:
• Personally: when delivered
• By post: 9.00am two business days after posting
• By email: one business day after transmission
22. ENTIRE AGREEMENT
This Agreement is the entire understanding between the parties, superseding all prior agreements.
23. FORCE MAJEURE
Neither party is liable for failure to perform obligations caused by events beyond their control.
24. ASSIGNMENT AND OTHER DEALINGS
The Seller may assign or subcontract freely. The Buyer may not do so without written consent.
25. SEVERABILITY
If any clause is invalid, the rest of the Agreement remains effective.
26. WAIVER
Failure to enforce a term does not waive the right to enforce it later.
27. VARIATION
No changes are valid unless agreed in writing and signed by both parties.
28. LAW AND JURISDICTION
This Agreement is governed by English law, and disputes are subject to the courts of England and Wales.
29. NON-REFUNDABLE POLICY
29.1 All payments, including deposits and balances, are strictly non-refundable, regardless of cancellation, delivery failure, or product defect.
