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Coloro Product Purchase Terms & Conditions
Coloro Product Purchase Terms & Conditions (hereinafter the “Terms”)
(25 May 2018)
This Website is operated by CLR CODE LIMITED NIEDERLASSUNG DEUTSCHLAND, registered in England and Wales with registration number 10411689 and registered office address at The Prow, 1 Wilder Walk, London W1B 5AP, United Kingdom, with business address at Alte Ziegelei 2-4, 51491 Overath, Germany (“CLR Code”) (referred to as "CLR Code/we/our/us". As user of this Website (referred to as "you/your") you acknowledge that any use of this Website including any transactions you make ("use/using") is subject to our Terms below. Please:
- read through these Terms carefully before using this Website.
- print a copy for future reference.
INFORMATION ABOUT US AND HOW TO CONTACT US
CLR CODE LIMITED NIEDERLASSUNG DEUTSCHLAND, registered in England and Wales with registration number 10411689 and registered office address at The Prow, 1 Wilder Walk, London W1B 5AP, United Kingdom, with business address at Alte Ziegelei 2-4, 51491 Overath, Germany (“CLR Code”).
Customer can contact CLR Code by telephoning the customer service team at +49 2204 293 990 or by writing to CLR Code at email@example.com.
When the words “writing” or “written” are used in these Terms, this includes text form pursuant to sec. 126b Geman Civil Code (Bürgerliches Gesetzbuch – “BGB”).
Customer: the business entity using this Website and purchasing the Products.
Delivery Point: the location specified on the Order Form and which has been accepted by CLR Code in the Order Confirmation.
Expenses: any costs, taxes and disbursements incurred by CLR Code in fulfilling an Order, including without limitation:
(a) postage, packaging, carriage, freight, and handling charges;
(c) currency conversion and banking charges applicable to the payment method used;
(d) value added tax or any other applicable sales tax in the country in which CLR Code is resident; and
(e) any customs, import or other duties charged in respect of the sale and importation of Products into the country in which the Customer is resident or the Delivery Point is located.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world in or associated with the Products.
Invoice: an invoice raised by CLR Code.
List Prices: the prices for the Products set out in Schedule 2 as varied from time to time by CLR Code, but excluding any Expenses.
Order: an order for Products submitted by the Customer to CLR Code via this Website online ordering process and accepted by CLR Code.
Order Confirmation: an order confirmation document in the form set out in Schedule 4, sent by CLR Code to the Customer, agreeing to fulfil the Order and identifying the relevant Order by its Order Reference.
Order Reference: the sales reference applied to an Order Form by CLR Code.
Party or Parties: CLR Code and Customer.
Products: the Coloro products described in this Website as amended or revised from time to time.
Website: means this Coloro Website available at www.coloro.com
1.2 We reserve the right to change these Terms at any time. Any such changes will take effect when posted on the Website (see date at the top) and it is your responsibility to read the terms and conditions on each occasion you use this Website and your continued use of the Website shall signify your acceptance to be bound by the latest terms and conditions.
1.3 You confirm that you have authority to bind any business on whose behalf you use this Website.
1.4 When you use CLR Code Products please read the additional information provided with regards to using the Products as this information will provide you with full details for proper use.
1.5 Your use of this Website and ordering the Products will require registration and subsequent access to those services will be subject to an approved login name and password ("Password Details"). Information that you provide on this Website must be accurate and complete. All Password Details are your responsibility and may be withdrawn at our sole discretion and are exclusive to you and non-transferable and must be treated as strictly confidential at all times. In the event that you have any concerns regarding your Password Details or become aware of any misuse then you must inform us immediately with details.
2. Order Process
2.1 When You wish to place an order for Products, please complete our online ordering process:
Once you've found the Products you require, you can buy them online. To do so, just click the 'Add to cart' button for each product selected. You can remove products from your trolley or stop the ordering process at any time.
2.2 Please note:
All prices are shown in Euro and are exclusive of VAT and delivery and customs charges, unless stated otherwise.
Once you have added all of your items to your cart, select the 'Confirm Purchase for delivery' option and click 'continue' to proceed to checkout.
You will need to enter your full company name, address and postcode and delivery details, so we can check your chosen Products are available and also calculate the charges for delivery and tax and any customs excise. All fields marked with an asterisk must be completed. You will be presented with the delivery options which are available for your order. These options will vary depending on the type of products you've ordered.
Having completed the delivery details, you will be asked to complete your payment details. Again, all fields marked with an asterisk must be completed. You can pay by most major credit and debit cards or contact us directly for alternative payment methods. Your details will be encrypted to keep them secure.
After completing your payment details, select 'continue' to place your order. You'll receive an on-screen acknowledgement with your order number and details, which you should make a note of for future reference. We'll also send you an email confirming we've received your order.
2.3 An Order shall be treated as an offer by You (the Customer) to contract with CLR Code, but shall not be binding until your order is accepted and confirmed by CLR Code. Orders are subject to availability and delivery options. CLR Code may, at its sole discretion, accept amendments to an Order after acceptance.
2.4 CLR Code shall apply an Order Reference to each Order received from the Customer. You shall use the Order Reference to identify each Order from the time at which the Order Reference is known when contacting us.
2.5 The 'confirmation' stage sets out the final details of your order. Following this, we will send to you an order acknowledgement email detailing the products you have ordered. Please note that this email is not an order confirmation or order acceptance from CLR Code.
2.6 CLR Code shall, at its discretion, accept the Order using an Order Confirmation and such Order Confirmation shall be treated as acceptance of the Customer’s Order.
2.7 Acceptance of your order and the completion of the contract between you and us will take place once we have confirmed acceptance and dispatch to you of the Products ordered unless we have notified you that we do not accept your order or you have cancelled it.
2.8 CLR Code shall arrange delivery of the Products in accordance with the Customer’s details provided in the order process. Delivery charges and associated expenses (including any customers or excise duty) shall apply depending on the Customer’s location and delivery requirements. Customer shall pay all Expenses incurred by CLR Code in complying with Customer's instructions. Such Expenses shall be calculated at the time of the Order and included on the Invoice for the relevant Products.
2.9 We do not file details of your order for you to subsequently access direct on this Website, and therefore, please print out these Terms and the order acknowledgement for your own records. If you wish to obtain specific details of your previous orders please contact us.
3. The Products
3.1 Details of the Products are described on the Website.
3.2 The images of the Products on the Website are for illustrative purposes only. Although CLR Code has made every effort to display the colours accurately, CLR Code cannot guarantee that a device’s display of the colours accurately reflects the colours of the Products.
3.3 Any warranties or guarantees (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these Terms are excluded from these Terms to the fullest extent permitted by law.
4. Delivery and Return of Products
4.1 We will fulfil our contractual obligations in respect of delivery of the Products confirmed in the Order.
4.2 Delivery of the Products shall take place at the Delivery Point. Acceptance of any change to the Delivery Point requested by You shall be subject to Our sole discretion and the Customer shall be liable for any additional Expenses incurred by CLR Code as a result of such change. CLR Code shall arrange for suitable transport to the Delivery Point. On delivery, CLR Code (or its appointed carrier) shall provide the Customer with such export documents as are necessary and which the Customer is unable to prepare together with a Delivery Note.
4.3 Delivery or performance dates in relation to the supply by CLR Code of Products are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery of the Products.
4.4 You agree that immediately after the arrival of each delivery of the Products at the Delivery Point, you will inspect the Products and give written notice to CLR Code of any material defect to the Products which are apparent on reasonable inspection.
4.5 If You fail to give notice as specified in Clause 4.4 then, except in respect of any defect which is not one which would be apparent on reasonable inspection, You shall be deemed to have accepted the delivery of the Products. Subject to the provisions of Clause 11, CLR Code shall have no liability to the Customer regarding the defects the Customer could have detected if he performed a reasonable inspection as set out above (except in relation to liability for any latent defects).
4.6 If the Customer discovers any defect in the Products that would not be apparent on reasonable inspection, he shall give notice immediately after discovery of the defect. If You fail to give notice as specified in this Clause 4.6, You are deemed to have accepted the delivery including any defects.
4.7 If You allege that any Products are defective, You shall, if so requested by CLR Code, return the relevant Products unaltered to CLR Code for inspection as soon as possible and at your own risk and expense. If the returned Products are defective, CLR Code will refund the costs of return according to clause 12 of these Terms.
4.8 Within 7 days of confirmation by us that the Product(s) are defective, CLR Code shall:
(a) supply replacement Products or rectify the defect; or
(b) notify You that we are unable to supply replacement Products, in which case CLR Code shall grant to the Customer a refund, or, if requested by Customer, a credit equal to the price of the Products the Customer paid.
4.9 Subject to Clause 11, the warranty period for the Product(s) is limited to 12 months from the date of delivery of the Product(s).
5. Import and Export Licences
5.1 The Customer is responsible for obtaining, at your own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by CLR Code, the Customer shall make those licences and consents available to CLR Code prior to the relevant shipment.
5.2 The Customer is responsible for any import or Customs excise or tax which shall be added to the Expenses.
6. Price & Payment / Validation of your Data with Third Parties
6.1 The Customer shall pay CLR Code for the Products at the time of placing an Order.
6.2 The List Prices may be varied from time to time by CLR Code. The price applicable to each Order shall be the latest version of the List Prices for the Products at the time of Order.
6.3 All prices and other charges referred to in these Terms shall be interpreted as being amounts exclusive of value added tax, any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid in addition to those amounts. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to CLR Code, the Customer shall increase the sum it pays to CLR Code by the amount necessary to leave CLR Code with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
6.4 Payment by credit / bank card may be restricted to certain types of card. Please contact CLR Code for details. We take payment from your credit or debit card at the time we confirm and accept your Order, once we have checked your card details and stock and delivery availability. Products are subject to availability. In the event that we are unable to supply the Products, we will inform you of this as soon as possible. A full refund will be given where you have already paid for the Products.
6.5 To ensure that your credit, or debit charge card account is not being used without your consent, we will validate name, address and any other personal information supplied by you during the order process against appropriate third party databases such as Ingenico. The legal ground for this processing is Art. 6 (1) (f) of the General Data Protection Regulation (EU) 2016/679 (legitimate interests). The legitimate interests are in particular the protection of your financial interests and the integrity and reliability of our services. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information for the purpose of carrying out the contractual services for which they have been instructed . You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Regulations. We will not collect, store or further process any other personal information which we may acknowledge from such other third party databases and which was not available to us prior to the beginning of the validation procedure.
6.6 The time for payment shall be of the essence and no payment shall be deemed to have been made until CLR Code has received payment in cleared funds.
6.7 All prices are shown in Euros and exclude VAT and other Expenses (where applicable) at the applicable current rates and exclude delivery charges, unless expressly stated otherwise.
You are not permitted to resell the Products to third parties.
8. Title and Passing of Risk
8.1 The risk shall pass to the Customer once CLR Code has delivered the Products to the Delivery Point.
8.2 CLR Code shall retain full title of the Products that have been delivered until CLR Code has received full payment regarding these Products from the Customer.
9.1 CLR Code may:
(b) alter any of the Products to include any modified version of the Products, provided that the alteration does not materially adversely affect the quality of the Products.
10. Intellectual Property
10.1 You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all materials and/or content made available to You as part of your use of this Website shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorised by us or our licensors.
10.2 You acknowledge and agree that the material and content contained within this Website is made available for your personal non-commercial use only and that you may only download such material and content for the purpose of using this Website. You further acknowledge that any other use of the material and content of this Website is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
10.3 The Customer acknowledges that:
(a) CLR Code and/or its licensors have and retain the ownership of all the Intellectual Property Rights in the Products. The sale and purchase of Products by a Customer does not give any right or license to use or exploit the Intellectual Property Rights in the Products purchased under these Terms;
(b) without prejudice to clause 10.4, nothing in these Terms shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights. CLR Code asserts its full rights to control the use of its trademarks and the Customer shall assist CLR Code as required and to the extent permitted by law in preventing parallel importers from diluting CLR Code’s rights; and
(c) any reputation in any trademarks affixed or applied to the Products shall accrue to the sole benefit of CLR Code or any other owner of the trademarks from time to time.
10.4 In connection with any technology and software incorporated into the Products (“Software”) sold under these Terms:
(a) The Customer is granted the non-exclusive right to use any Software.
(b) The Customer shall have no right to make copies of, dis-assemble, decompile or separate the Software, except for the purpose to use the Software pursuant to subsection (a) of this clause 10.4 or for back-up purposes.
(c) In no event shall CLR Code be required to make the source code of the Software available to the Customer.
10.5 The Customer shall not repackage the Products and/or remove any copyright notices, confidential or proprietary legends or identification from the Products.
10.6 The Customer shall not use, other than pursuant to these Terms, or seek to register any trade mark or trade name, including any company name, which is identical to, confusingly similar to or incorporates any trade mark or trade name which CLR Code owns or claims rights in anywhere in the world.
10.7 The Customer shall promptly and fully notify CLR Code of:
(a) any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Customer’s notice; and
(b) any claim by any third party that comes to the Customer’s notice that the sale or use of the Products infringes the rights of any person.
10.8 In the event of any claim, proceeding or suit by a third party against the Customer alleging an infringement of any Intellectual Property Right connected with the Products, CLR Code shall defend the Customer at CLR Code’s expense, subject to:
(a) the Customer promptly notifying CLR Code in writing of any such claim, proceeding or suit; and
(b) CLR Code being given sole control of the defence of the claim, proceeding or suit2 and provided that CLR Code shall not be liable for infringements (i) to the extent that they arise out of or in connection with modifications to the Products made by anyone except CLR Code or its authorised representative, or (ii) out of use or combination of the Products with products or third party materials not specified or expressly approved in advance in writing by CLR Code, or (iii) where the claim, proceeding or suit arises from CLR Code’s adherence to the Customer’s requested changes to the Products or (iv) from infringing items of the Customer’s origin, design or selection.
11. Liability and Indemnity
11.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by intention, negligence, fraudulent misrepresentation, or any other liability which may not otherwise be limited or excluded under applicable law.
11.2 CLR Code shall be liable without limitation, regardless of its legal cause, in case of wilful misconduct (“Vorsatz”) or gross negligence (“grobe Fahrlässigkeit”), in case of a violation of life, body and health or in case unlimited liability is required by mandatory legal regulations (e.g. German Product Liability Act (ProdHaftG)).
11.3 Without prejudice to clauses 11.1 and 11.2 above, CLR Code shall be liable for slight negligent actions only in cases of a breach of a duty essential to the purposes of these Terms ("wesentliche Vertragspflicht") limited to typical and foreseeable damages at the time of conclusion of the agreement. Duties are considered essential if necessary for the due execution of the agreement so Customer may regularly rely on proper observation.
11.4 Without prejudice to clauses 11.1, 11.2 and 11.3 above, CLR Code will use reasonable endeavours to verify the accuracy of any information on the Website and about the Products but makes no representation or warranty of any kind express or implied statutory or otherwise regarding the contents or availability of the Website or that it will be timely or error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the Website. CLR Code will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the Website and CLR Code accepts no liability of any kind for any loss or damage from action taken or taken in reliance on material or information contained on the Website.
11.5 Without prejudice to clauses 11.1, 11.2 and 11.3 above, other than as expressly provided in these Terms with respect to specific products and except for the exclusive remedies set out in these Terms, any indemnities, warranties, terms and conditions (whether express or implied) are hereby excluded to the fullest extent permitted under applicable law.
11.6 Without prejudice to clauses 11.1, 11.2 and 11.3 above, CLR Code will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent on negligent misrepresentations) or otherwise out of or in connection with the Terms for any:
(a) economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or
(b) loss of goodwill or reputation; or
(c) special, consequential or indirect losses suffered or incurred by that party arising out of or in connection with the provisions of any matter under these Terms.
11.7 Notwithstanding the aboveand without prejudice to clauses 11.1, 11.2 and 11.3, CLR Code' aggregate liability (whether in contract, tort or otherwise) for loss or damage shall in any event be limited to a sum equal to the amount paid or payable by you for the product(s) in respect of one incident or series of incidents attributable to the same cause.
11.8 You acknowledge and agree that our relationship is a business to business relationship and that the Products are not intended for use by consumers but have been and/or will be acquired by You for business purposes.
11.9 We will take all reasonable precautions to keep the details of your order and payment secure, but, unless we are negligent, we cannot be held liable for any losses caused as a result of unauthorised access to information provided by you.
12. Returns, Cancellations and Substitutions
12.1 This is a business to business transaction and there is no automatic right to return and refund unless CLR Code has breached its obligations under these Terms and/or the Products are faulty or we have failed to properly deliver the Products.
12.2 If You terminate an Order for any reason after Products have been dispatched or the Customer has received them, you must return the Products to CLR Code at Alte Ziegelei 2-4, 51491 Overath, Germany.
Please call customer services on +49 2204 293 990 or email CLR Code at firstname.lastname@example.org for a return label.
12.3 CLR Code will only pay or refund the costs of return if:
(a) the Products were damaged, defective or faulty at the moment the risk passed to the Customer;
(b) the Customer is terminating the Order because CLR Code has informed the Customer of an upcoming change to the Product, an error in pricing or a delay in delivery due to force majeure.
12.4 In the situation that Customer is entitled to a refund, CLR Code will refund the Customer the price paid for the Products, by the method the Customer used for payment. However, CLR Code may make deductions from the price, as follows:
(a) CLR Code may reduce the refund of the price (excluding delivery costs) proportionately to reflect any reduction in the value of the goods, if this has been caused by Customer handling them in any other manner than that necessary to preserve the nature, characteristics, and functioning of the Products. If CLR Code refunds the Customer the price paid before CLR Code are able to inspect the goods and later discover the Customer have handled them in an unacceptable way, the Customer must repay CLR Code an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method CLR Code offers. For example, if CLR Code offers delivery of a product within 3-5 days at one cost but the Customer choose to have the product delivered within 24 hours at a higher cost, then CLR Code will only refund what the Customer would have paid for the cheaper delivery option.
12.5 Sometimes the Product specifications may change, in which case we will do our best to offer you a similar alternative. We may experience problems with the supply of certain products and may therefore supply a substitute of the same or better quality at the same price. If you are not happy with the replacement or substitute you can return it.
13. Personal Data
14.1 CLR Code will refund the Customer in full for any Products which have not been provided or where the Customer has terminated an Order in accordance with Clause 12. The Customer may terminate an Order in the following cases:
(a) CLR Code has amended the Product upon notice and such amends are not acceptable to the Customer;
(b) CLR Code has made an error in the price or description of the Product the Customer has ordered and the Customer does not wish to proceed with the Order;
(c) The Products have not been delivered or are defective; or
(d) CLR Code has suspended supply of the Products.
14.2 Where the Customer has placed an Order and CLR Code has accepted that Order, and the Products contained in that Order are varied, the Customer may terminate the part of the Order that relates to the varied Products only.
14.3 Any further rights of the Parties to terminate an Order for cause remain unaffected.
14.4 Customer has no right to cancel an Order for Products which are not defective or except as expressly set out in these Terms.
14.5 Termination Procedure: To terminate an Order in accordance with the terms of these Terms, Customer must contact CLR Code, providing the Customer name and the Order Reference, by phone or email: Customer Services: +49 2204 293 990 or email@example.com
15. Force Majeure
Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for more than six (6) months, the Party not affected may terminate these Terms by giving 14 days written notice to the affected Party.
16. Miscellaneous Provisions
16.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Germany. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to these Terms. The international rules for the interpretation of trade terms prepared by the International Chamber of Commerce (Incoterms) shall apply but where they conflict with these Terms, these Terms shall prevail.
16.2 Any disputes under or in connection with these Terms (including those regarding its validity) shall be exclusively settled in the higher regional court of Cologne (“Landgericht Köln”).
16.3 The invalidity or unenforceability of one or more of the provisions of these Terms shall not affect the validity of the remaining provisions. The Parties shall endeavour to replace the invalid or unenforceable provision with a provision that comes closest to the intended purpose of the invalid or unenforceable provision. The same shall apply to unintended gaps in these Terms.
16.4 No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute an implied waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver to be effective must be in writing and signed by an authorised representative of the respective Party.
16.5 You may not assign or sub-contract any of your rights or obligations under these Terms or any related order for products to any third party unless agreed upon in writing by CLR Code.
16.6 CLR Code reserves the right to transfer, assign, novate or sub-contract the benefit of the whole or part of any of its rights or obligations under these Terms or any related contract to any third party.
16.7 These Terms including the documents or other sources referred to in these Terms supersede all prior representations understandings and agreements between you and CLR Code relating to the purchase and use of the Products (including the order of Products) and sets forth the entire agreement and understanding between you and CLR Code for your use of this Website.
16.8 These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.
We recommend you print out a copy of these terms and conditions for future reference. If you have any questions regarding the CLR Code Website, please contact us.