Terms and Conditions of Sales

As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these terms and conditions to make sure that they contain all that you want and nothing that you are not happy with. If you are not sure about anything, just email sales@brightsparksdesign.com

Application

  1. These Terms and Conditions will apply to the purchase of the goods by you (the Customer or you) We are Bright Sparks Design Ltd a company registered in England and Wales under number 10995018 whose registered office is at 78 Francis Gardens, Cambridgeshire, PE1 3XS with email address sales@brightsparksdesign.com; telephone number 01733352790 (the Supplier or us or we).
  2. These are the Terms on which we sell all Goods to you. By ordering any of the Goods, you agree to be bound by these Terms and Conditions.

Interpretation

  1. Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession;
  2. Contract means the legally-binding agreement between you and us for the sale and purchase of the Goods;
  3. Delivery Location means the Supplier’s premises or other location where the Goods are to be supplied, as set out in the Order;
  4. Goods means any goods that we supply to you, of the number and description as set out in the Order;
  5. Order means the Customer’s order for the Goods from the Supplier as set out

Goods

  1. The description of the Goods is as set out in our website, catalogues, brochures or other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in colour or size.
  2. In the case of Goods made to your special requirements, it is your responsibility to ensure that any information you provide is accurate.

Basis of Sale

  1. The description of the Goods in our website, catalogues, brochures or other form of advertisement does not constitute a contractual offer to sell the Goods.
  2. When an Order has been made, we can reject it for any reason, although we will try to tell you the reason without delay.
  3. A Contract will be formed for the Goods ordered, only upon the Supplier sending an email to the Customer saying that the Order has been accepted or if earlier, the Supplier’s delivery of the Goods to the Customer.
  4. Any quotation is valid for a maximum period of 14 days from its date, unless we expressly withdraw it at an earlier time.
  5. No variation of the Contract, whether about description of the Goods, price or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier in writing.
  6. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Consumer where we, the Supplier and you the Customer, enter the Contract at any of the Supplier’s business premises, and where the Contract is not a contract (i) for which an offer was made by the Customer in the Supplier’s and the Customer’s simultaneous physical presence away from those premises, or (ii) made immediately after the Customer was personally and individually addressed in the Supplier’s and the Customer’s simultaneous physical presence away from those premises. If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate to you and which might, in some way, be better for you, eg by giving cancellation rights pursuant to consumer protection law. Business premises means immovable retail premises where we carry on business on a permanent basis or, in the case of movable retail premises, on a usual basis.

Price and Payment

  1. The price of the Goods and any additional delivery or other charges for the Goods, and the total price of them and the charges, is that set out in our price list current at the date we accepted the Order or such other price as we may agree in writing.
  2. Prices and charges include VAT at the rate applicable at the time of the Order.
  3. Payment for Goods must be made at least 1 day in advance of delivery. You must pay in cash or by submitting your credit or debit card details with your Order and we can take payment immediately or otherwise before delivery of the Goods.

Delivery

  1. We will deliver the Goods to the Delivery Location by the time or within the period agreed, or failing any agreement, without undue delay and, in any event, not more than 30 days after the day on which the Contract is entered into.
  2. In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you can (in addition to any other remedies) treat the Contract at an end if:
    1. we have refused to deliver the Goods, or if delivery on time is essential taking into account all the relevant circumstances at the time the Contract was made, or if you told us before the Contract was made that delivery on time was essential; or
    2. after we have failed to deliver on time, you have specified a later period which is appropriate to the circumstances and we have not delivered within that period.
  3. If you treat the Contract at an end, we will (in addition to other remedies) promptly return all payments made under the Contract.
  4. If you were entitled to treat the Contract at an end, but do not do so, you are not prevented from cancelling the Order for any Goods or rejecting Goods that have been delivered and, if you do this, we will (in addition to other remedies) without delay return all payments made under the Contract for any such cancelled or rejected Goods. If the Goods have been delivered, you must return them or allow us to collect them from you and we will pay the costs of this.
  5. If any Goods form a commercial unit (a unit is a commercial unit if division of the unit would materially impair the value of the goods or the character of the unit) you cannot cancel or reject the Order for some of those Goods without also cancelling or rejecting the Order for the rest of them.
  6. We do not generally deliver to addresses outside England and Wales, Scotland, Northern Ireland, the Isle of Man and Channels Islands. If, however, we accept an Order for delivery outside that area, you may need to pay import duties or other taxes, as we will not pay them.
  7. You agree we may deliver the Goods in instalments if we suffer a shortage of stock or other genuine and fair reason, subject to the above provisions and provided you are not liable for extra charges.
  8. If you or your nominee fail, through no fault of ours, to take delivery of the Goods at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
  9. The Goods will become your responsibility from the completion of delivery or Customer collection. You must, if reasonably practicable, examine the Goods before accepting them.

Risk and Title

  1. Risk of damage to, or loss of, the Goods will pass to you when the Goods are delivered to you.
  2. You do not own the Goods until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, by notice to cancel any delivery and end any right to use the Goods still owned by you, in which case you must return them or allow us to collect them.

Withdrawal and cancellation

  1. You can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.
  2. You can cancel the Contract except for any Goods which are made to your special requirements by telling us no later than 1 day after the Contract was made, if you simply wish to change your mind and without giving us a reason, and without liability, except in that case, you must return to any of our business premises the Goods in undamaged condition at your expense. Then we will without delay refund to you the price for those Goods, but we can retain any separate delivery charge. This does not affect your rights when the reason for the cancellation is any defective Goods.

Conformity and Guarantee

  1. We have a legal duty to supply the Goods in conformity with the Contract, and will not have conformed if it does not meet the following obligation.
  2. Upon delivery, the Goods will:
    1. be of satisfactory quality
    2. be reasonably fit for any particular purpose for which you buy the Goods which, before the Contract is made, you made known to us (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for any purpose held out by us or set out in the Contract; and
    3. conform to their description.
  3. It is not a failure to conform if the failure has its origin in your materials.
  4. We will immediately, or within a reasonable time, give you the benefit of the free guarantee given by the manufacturer of the Goods. Details of the guarantee, including the name and address of the manufacturer, the duration and territorial scope of the guarantee, are set out in the manufacturer’s guarantee provided with the Goods. This guarantee will take effect at the time the Goods are delivered, and will not reduce your legal rights.
  5. We will provide the following after-sales service: We provide ongoing support via planhub.co.uk

Circumstances beyond the control of either party

  1. In the event of any failure by a party because of something beyond its reasonable control:
    1. the party will advise the other party as soon as reasonably practicable; and
    2. the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Customer’s above rights relating to delivery and the right to cancel below.

Excluding liability

  1. The Supplier does not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of the Supplier’s other legal obligations. Subject to this, the Supplier is not liable for(i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (eg loss of profit) to the Customer’s business, trade, craft or profession which would not be suffered by a Consumer because the Supplier believes the Customer is not buying the Goods wholly or mainly for its business, trade, craft or profession).

Governing law, jurisdiction and complaints

  1. The Contract (including any non-contractual matters) is governed by the law of England and Wales.
  2. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
  3. We try to avoid any dispute, so we deal with complaints as follows: If a dispute occurs customers should contact us directly. We will aim to respond with an appropriate solution within 5 days

Intellectual Property Rights

  1. Any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Supplier in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
  2. Subject to the clause below, the Supplier reserves all Intellectual Property Rights (if any) which may subsist in any Deliverables, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such Intellectual Property Rights.
  3. The Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services.
  4. If this Agreement is terminated, this licence will automatically terminate.

Confidentiality

  1. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
    • where required by law, court order or any governmental or regulatory body;
    • to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
    • where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
    • where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
    • where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

Termination

  1. Either party may terminate this Agreement by giving the other party 4 weeks’ prior written notice.
  2. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
    • does not pay any sum due to it under the Agreement within 28 days of the due date for payment;
    • commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied);
    • persistently breaches any term of the Agreement;
    • is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
    • is a company over any of whose assets or property a receiver is appointed;
    • makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
    • (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
    • undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
    • (if an individual) dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.

Consequences of Termination

  1. On termination or expiry of this Agreement:
    • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
    • the Customer shall, within a reasonable time, return all of the Supplier’s Equipment and any relevant Deliverables remaining the property of the Supplier. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.
  2. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
  3. Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.