Buyer Terms and Conditions

TODELLI, LTD.

BUYER TERMS & CONDITIONS

Last revised on May 6, 2019

Introduction

We are Todelli Ltd, a company registered in England and Wales under company number 10655419 (“Todelli”, “us”, “our”, and “we”).  These Buyer Terms & Conditions  (these “Terms”) set forth the legally binding terms and conditions that govern how products (“Products”) listed on our website located at www.todelli.com (the “Website”) are sold to you as a buyer.  These Terms will apply to any contract for the sale of Products to you (“Contract”). In these Terms, "you" means the individual or entity or individual on behalf of an entity making use of the Website and whose details are provided to us as the buyer of Products.

Please read these Terms carefully and make sure that you understand them before you order any Products from our Website. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.  Each time you purchase Products on the Website, you are accepting these Terms (on behalf of yourself or the entity that you represent) and the other documents expressly referred to herein, as each may be updated from time to time, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).

When you click on the signup button and when checking out you accept these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our Website. You should print a copy of these Terms or save them to your computer for future reference.

Policies

These Terms should be read in conjunction with all policies and additional terms posted on the Website, which are incorporated by reference and collectively form part of the contract between you and us. Below is a list from which you can access the following documents and policies:

• Website Terms of Service
• Privacy Policy

Eligibility to Purchase

In order to make purchases on the Website, you will be required to register and have an approved profile. A user must apply to register and provide certain personal details. You represent and warrant that you are at least 18 years of age. You represent and warrant that if you are registering a company then you are authorized to bind such company or organization to these Terms and to act on behalf of such company with respect to any actions you take in connection with the Website. You additionally represent and warrant that all information you provide to Todelli, including but not limited to your name, tax status, and country of residence, is accurate, truthful and kept up to date subject to any change. Todelli will be supporting buyers who are based in the UK only but may expand to other countries later on. If we believe you are abusing Todelli and/or our services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our services, delay or remove hosted content.

You expressly authorise Todelli to perform credit checks and, where we feel it necessary, to transmit or to obtain information (including any updated information) about you to or from third parties including, but not limited to, your credit/debit card number or credit reports, to authenticate your identity, to validate your credit/debit card, to obtain an initial credit/debit card authorisation and to authorise individual purchase transactions. Furthermore, you agree that we may use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, and third-party service providers, which may keep a record of that information. Please refer to our Privacy Policy for further information about how we may use your data.

The Products

Todelli has no control over and does not guarantee: the existence, quality, safety or legality of Products advertised on the Website; the truth or accuracy of users’ content or Product listings; the ability of sellers (each a “Seller”) to sell Products; or that a Seller will actually complete a delivery. The images of the Products on our Website are for illustrative purposes only. We cannot guarantee that your computer's display of the Products accurately reflects the Products. Your Products may vary slightly from those images and the depiction of Products. The packaging of the Products may vary from that shown on images on our Website. All Products shown on our Website are subject to availability. In the unlikely scenario where you order a product that is not available: we will inform you by e-mail as soon as possible if that the Product you have ordered is not available, we will not process that order and refund to you the full payable amount.

Our Role

When you purchase Products on our Website you are purchasing these from a third-party Seller.  Where you purchase Products offered by a Seller via the Website, a Contract is concluded between you and that Seller via the Website. We are not a party to that Contract, but each Seller authorises us as its commercial agent to promote the Seller’s Product(s), to conclude the sale of its Product(s) under the terms of each Contract and to accept payment on that Seller’s behalf, in accordance with these Terms via the Website. In this limited capacity, we are neither the buyer nor the seller (or reseller) of the Product(s) that the Seller offers for sale. We are not your agent for any purpose. The Seller, and not us, is responsible for performing the obligations under the terms of any Contract between you and a Seller. Each Seller is the seller of record for all sales by that Seller to you via the Website, but you pay us via the Website for any Product(s) that you purchase. Your obligation to pay for any Product(s) is satisfied when you properly pay us for the Product(s) via the Website. Because we conclude the sale on behalf of the Seller and your payment to us satisfies your obligation to pay for the Product(s) you purchase from the Seller, our name will appear on your payment card statement (which may also display the Seller’s name). The Seller will dispatch or arrange for the dispatch of the Product(s) you have purchased after receiving our notification of your order. You may only pay for Product(s) via the Website and the Seller must not invoice you outside the Website. Any refunds may only be initiated to you via the Website. We may in our sole discretion investigate or decline to process any transaction involving any Product(s) purchased via the Website. We charge Sellers for acting on their behalf in the limited capacity described above. Except as otherwise expressly provided in these Terms, we are not the agent, intermediary or other representative of the Seller. We are not a fiduciary or trustee of the Sellers. We have no responsibility to you in relation to your order from a Seller or any Seller Products, except as otherwise set forth herein.

How the Contract is formed between you and the Seller

The order process allows you to check and amend any errors before submitting your order to the Seller. Please take the time to read and check your order on each page of the order process.  After you place an order, you will receive an e-mail from us acknowledging that we have received your order on behalf of the Seller. However, please note that this does not mean that your order has been accepted by the Seller or by us. We will on behalf of the Seller confirm the Seller’s acceptance to you by sending you an e-mail that confirms that the Seller has or will dispatch the ordered Product(s) (“Order Confirmation”). The Contract between the Seller and you will only be formed when we send you the Order Confirmation. If the Seller is unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our Website, you will be informed of this by e-mail and your order will not be processed.

Prices and Delivery Charges

Our Website contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our Website may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order with the Seller until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, the Seller does not have to provide the Products to you at the incorrect (lower) price.   Prices for the Products may change from time to time, but changes will not affect any order already confirmed. The price of a Product does not include VAT but the VAT amount will be shown on the check out screen (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, the VAT you pay will be adjusted, unless you have already paid for the Products in full before the change in VAT takes effect. The price of a Product does not include delivery charges. Delivery charges are as quoted from each producer and per product on our Website from time to time. All Products shown on our Website are subject to availability. We will inform you by e-mail as soon as possible if the Seller is unable to fulfil your order.

How to Pay

We are authorised by the Seller to accept your payment of the Price payable for your orders in accordance with our role as commercial agents for the Seller as described herein. You can only pay for Products using the payment method(s) displayed as available to pay for the relevant Products when you checkout. Your chosen payment method will only be debited for payment for the amounts payable in relation to the Products and all applicable delivery charges and fees when we send you the Order Confirmation.

Delivery

Please note that the Seller is responsible for the delivery of the Products it has sold.  Your order will be fulfilled by the Seller, in the specified by the Seller timeframe, unless there is an Event Outside Control (as defined below), and we will provide you with a tracking number once the Products have been marked as shipped by the Seller. If the Seller is unable to fulfil delivery because of an Event Outside Control, we will contact you.  Delivery will be completed when the Products are delivered to the address you gave when making the order. The Products will be your responsibility from the completion of delivery. You own the Products once you have made the payment in full, including all applicable delivery charges. Please note that Sellers may currently only ship any Products purchased through the Website domestically from the United Kingdom to Purchasers at other locations in the United Kingdom.  You will be responsible for the payment of any import duties and taxes. Please contact your local customs office for further information before placing your order. You as a buyer must comply with all applicable laws and regulations of the country for which the Products are destined. We or the Seller will not be liable or responsible if you break any such law.

Your Cancellation and Refund Rights

You may cancel an order without charge at any time, and for any reason, until the Products you ordered have been dispatched to you. Once Products have been dispatched to you, you have a period of 4 (four) days in which you may cancel your order, starting from the day you receive the Products; provided, however, that you will be required to pay the cost of shipping for the returned items unless such items are being returned because they are materially faulty or misdescribed. Following the expiration of these 4 (four) days, you will not be able to cancel your order.

To cancel a Contract, you must contact us in writing by sending an e-mail to support@todelli.com. You may wish to keep a copy of your cancellation notification for your own records. If the Products were delivered to you: (i) you must return the Products according to the instructions from the Todelli Customer Services team as soon as is reasonably practicable in their original packaging; (ii) you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession. You will receive a full refund of the price you paid for the Products and any applicable delivery charges you paid for. If you have returned the Products to us because they are faulty or mis-described, we will refund the price of a defective Product in full and any applicable delivery charges. We will refund you on the credit card or debit card used by you to pay. We will process the refund due to you as soon as possible and, in any case, within 14 calendar days of the day on which you gave us notice of cancellation.

The Seller’s Warranty for the Products

The Seller provides a warranty that on delivery, the Products shall be free from material defects; provided, however, that this warranty does not apply to any defect in the Products arising from: (i) fair wear and tear; (ii) willful damage, abnormal storage or working conditions, accident, negligence by you or by any third party; or (iii) if you fail to use the Products in accordance with their intention.

Events Outside Control

We or the Seller will not be liable or responsible for any failure to perform or delay in performance of, any of the obligations under a Contract that is caused by an Event Outside Control. If an Event Outside Control takes place that affects the performance of the obligations: (i) you will be contacted as soon as reasonably possible; and (ii) the obligations will be suspended and the time for performance will be extended for the duration of the Event Outside Control. Where the Event Outside Control affects the delivery of Products to you, a new delivery date will be arranged with you after the Event Outside Control is over. An “Event Outside Control” means any act or event beyond reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, third party technical problems, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disasters, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

Limitation on Todelli’s Liability

To the maximum extent permitted by law, and subject to the final paragraph in this Section, in no event shall Todelli be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms, even if Todelli has been advised of the possibility of such damages.  

Except as expressly stated in these Terms, neither the Seller nor we give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, neither the Seller nor we will be responsible for ensuring that the Products are suitable for your purposes.

To the maximum extent permitted by law, and subject to the final paragraph in this Section, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty pounds sterling (GBP 50). The existence of more than one claim will not enlarge this limit.  You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.

Indemnification.   

You agree to indemnify Todelli (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of the breach or non-performance by you of any of the undertakings, warranties, representations or obligations under these Terms or of applicable laws or regulations.  Todelli reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Todelli. Todelli will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

General

1. Changes.  Every time you order Products from our Website, the Terms in force at that time will apply to the Contract. The Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website.  These changes will be effective immediately for new users of our Website. Continued use of our Website following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.
   
   
2. Electronic Communications. The communications between you and Todelli use electronic means, whether you use the Website or send us emails, or whether Todelli posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Todelli in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Todelli provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.
   
   
3. Entire Terms. These Terms constitute the entire agreement between you as a Buyer and us as they relate to the purchase of Products on the Website.
   
   
4. Waiver. A waiver by Todelli of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Todelli and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
   
   
5. Headings and Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  
   
   
6. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  
   
   
7. Relationship between you and us. You confirm that you are acting on your own behalf and/or on behalf of the entity that you represent and not for the benefit of any other person. Your relationship to Todelli is that of an independent contractor, and neither party is an agent or partner of the other.
   
   
8. Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Todelli’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Todelli may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
   
   

Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with their 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.  You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms.

Contact Information. If you wish to contact us, or if these Terms require you to give notice to us in writing, please contact us at: support@todelli.com