New Arrivals

The Tool Marketing Company Ltd | www.tomaco.co.uk

1. Definitions
In these Terms and Conditions, the following definitions apply:
• "The Company" or "TOMACO" means The Tool Marketing Company Ltd.
• "The Customer" means the person, partnership, firm or company placing an order with the Company.
• "The Goods" means the products or items described in the order.
• "The Order" means the order placed by the Customer for the supply of Goods.
• "The Conditions" means these terms and conditions as amended from time to time in accordance with clause 1.2.
• "The Contract" means the contract between the Company and the Customer for the sale and purchase of Goods in accordance with these Conditions.
• "Force Majeure Event" has the meaning given in clause 16.
• "The Manufacturer" means the person, firm or company who manufactured the Goods supplied under the Contract.
• "The Website" means the website operated by the Company at www.tomaco.co.uk.

1.2 The Company is a trade-only supplier. Any changes to these Conditions will be posted on the Company's website.

2. Trade Accounts
2.1 The Company is a trade-only supplier and requires evidence of business trading before supplying any Customer. The Customer must provide documentary proof (e.g. commercial property lease, VAT certificate, business invoices) together with a completed TOMACO trade application, available at www.tomaco.co.uk.
2.2 The Company reserves the right to reject any application it considers is not from a genuine trade customer.
2.3 The Company reserves the right to change prices without notice.

3. Purchase of Products
3.1 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 An Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer shall ensure the terms of any Order submitted are complete and accurate.
3.3 An Order is only accepted when the Company confirms acceptance in writing, at which point the Contract comes into existence.
3.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges it has not relied on any statement, promise or representation not expressly set out in the Contract.
3.5 Any samples, drawings, descriptions or advertising issued by the Company are for illustrative purposes only and do not form part of the Contract.
3.6 Where the Customer places an order for Goods that are in stock, that stock will be allocated to the Order and held for a maximum of 14 days. After 14 days, the allocation may be released and the Customer will be notified. Orders for out-of-stock Goods will be recorded on the Customer's account and sourced from suppliers accordingly.

4. Product Design and Characteristics
4.1 Subject to clause 3.5, the Goods are as described on the Website, or as inspected by the Customer at the Company's premises, or as described orally by the Company at the Customer's request.
4.2 In the event of pricing or description errors, the Company will notify the Customer promptly and offer the option to proceed with a revised order or cancel. In such circumstances, the Company's liability is limited to a full refund of monies paid.
4.3 The Customer acknowledges that in purchasing Goods it does not rely upon the skill or judgement of the Company or its employees or agents in relation to the suitability of Goods for any particular purpose.
4.4 Manufacturers may occasionally alter or change product design. Such changes do not constitute a fault or defect.

5. Payments
5.1 New Accounts: All new customers are required to pay prior to delivery in order to establish a payment history with the Company. This arrangement will remain in place for an agreed period.
5.2 Settlement Terms: Once a credit account is agreed, payment is due strictly 30 days from the end of the month in which the invoice is issued (30 days EOM). Late payment may incur additional charges.
5.3 The Company reserves the right to change settlement terms on 30 days' written notice. Interest on overdue accounts will be charged at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable debt recovery costs. The Company reserves the right to withhold supplies and/or remove credit facilities for persistent late payment. Persistent late payers will not be eligible for promotions and may lose stockist status.
5.4 VAT will be charged on all orders at the applicable standard rate at the time of order.

6. Deliveries
6.1 Delivery charges to European and international destinations will be quoted on request.
6.2 Charges for special deliveries (e.g. Saturday delivery) will be quoted on request.
6.3 Deliveries are made to the account holder's address only. Direct end-user deliveries are at the Company's discretion and will be subject to a delivery charge of £9.00, plus any applicable admin fees. Any extended area surcharges will be passed to the account holder. The Company accepts no liability for loss or damage arising from direct end-user deliveries; any such disputes are the responsibility of the Customer.
6.4 The Company reserves the right to cancel or reduce the volume of Goods delivered where it is prevented from or hindered in delivery by circumstances beyond its control (including, but not limited to, industrial action, war, fire or regulatory prohibition), without incurring liability for loss or damage.

7. International Sales and Customers Based Outside the UK
7.1 All deliveries to destinations outside the UK may be subject to import duties, taxes and customs fees levied by the importing country. These charges are payable by the Customer. The Customer is responsible for complying with all applicable laws and regulations of the destination country and for ensuring the importation of Goods is permitted. Any resulting delays in delivery are not the responsibility of the Company.

8. Returns, Damages and Discrepancies
8.1 The Customer must inspect all Goods immediately upon receipt and report any issues in writing to orders@tomaco.co.uk within 5 working days of delivery. Failure to do so will be deemed acceptance of the Goods in accordance with the Contract. Packaging must be kept intact when inspecting Goods to prevent damage on return.
8.2 The Company will not accept items returned for credit (other than for manufacturing faults) where a third-party carrier has been used by the Customer to collect or deliver the Goods. The Company recommends that any transport company used by the Customer holds appropriate insurance.
8.3 Goods will not be accepted for return without the prior written consent of the Company.
8.4 Where the quantity of Goods delivered differs from the delivery note, the actual quantity received must be recorded on the delivery note and countersigned by both the Customer and the delivering driver, who should also note the quantity on both copies.
8.5 All returned Goods will undergo a Quality Control inspection. The Company's assessment of whether Goods are defective will be carried out reasonably and in good faith. The value of any refund will be determined accordingly and a Credit Note issued to the Customer's account.
8.6 In the event of a warranty claim, the Company reserves the right, at its option, to repair and return the product, exchange it on a new-for-old basis, or credit the original purchase price. Goods deemed to have been misused will not be covered under warranty. No credit or replacement will be provided for Goods returned outside the product's warranty period. Returns not covered by a warranty claim are at the Company's discretion and will incur a 20% restocking fee.

9. Cancellations
9.1 Order cancellations must be made in writing and are only valid upon written agreement by the Company. The Company reserves the right to invoice an amount equivalent to 50% of the value of any cancelled order. For special-order items (outside standard UK stock), cancelled orders will be charged at the Customer's usual buying price.
9.2 The Company may terminate the Contract if it is unable to fulfil the Order. In such circumstances, the Company's liability is limited to refunding any payments already made by the Customer under the Contract.

10. Product Marketing
10.1 Selective Distribution. The Company supplies high-quality products and requires its Customers to maintain standards that reflect the premium nature of those products. Customers are appointed on the basis of their ability to meet the Company's quality criteria and Prospective Customer Guidelines.
10.2 Contact Information. All TOMACO customer account holders must display their contact telephone number and full postal address clearly on their website.
10.3 Brand Identity. The Company's customers must ensure their own identity is clearly visible on their websites and associated social media platforms. TOMACO's trademarks, product images and brand assets (and those of the brands it represents) must not be used in any way that creates confusion regarding the identity of the website or business. All use of TOMACO or brand logos, designs or trademarks requires prior written permission. Some manufacturers require a signed agreement — please contact the Company before using any images, logos or text.
10.4 Specifications. The Company reserves the right to change published product specifications without notice.
10.5 Advertising and Promotions. Customers are not permitted to advertise or promote TOMACO products on eBay, Amazon, Etsy or other marketplace and multi-retailer platforms without prior written authorisation from the Company. Customers must not promote the Company's products in any manner that may damage the image or reputation of TOMACO or the brands it represents. Selling on third-party platforms is not permitted unless expressly authorised in writing. The Company reserves the right to request removal of products from any platform at any time.

11. Company Guidelines
11.1 Approval to carry the Company's products in a physical bricks-and-mortar retail environment does not automatically extend to the Customer's digital or mobile channels. Access to a TOMACO trade account does not entitle the Customer to the Company's full product range. Digital and mobile platforms require separate assessment and approval. Please refer to the Company's guidelines or contact the office for further details.
11.2 Any action by the Customer that may negatively impact the reputation or image of the Company or the brands it represents may result in account termination.

12. Title and Risk
12.1 Risk in the Goods passes to the Customer on completion of delivery to the Customer's premises (or such other address notified at the time of Order).
12.2 Title to the Goods does not pass to the Customer until the Company has received payment in full (in cleared funds) for: (a) the Goods; and (b) any other Goods supplied by the Company to the Customer for which payment has become due.
12.3 Until title to the Goods passes, the Customer shall:
• hold the Goods as bailee for the Company on a fiduciary basis;
• maintain the Goods in satisfactory condition and keep them insured for their full value against all risks from the date of delivery;
• notify the Company immediately upon becoming subject to any event listed in clause 13; and
• provide the Company with any information relating to the Goods as reasonably requested.
The Customer may sell the Goods in the ordinary course of its business, subject to the above.
12.4 If, before title passes, the Customer becomes subject to any event listed in clause 13 (or the Company reasonably believes such an event is imminent), the Company may require immediate delivery of the Goods and, if not promptly provided, may enter the Customer's premises (or any third-party premises where Goods are stored) to recover them, provided the Goods have not been resold or irrevocably incorporated into another product.

13. Insolvency or Incapacity
13.1 The Customer warrants that it is not insolvent at the time of entering into this agreement and is not aware of any circumstances that would entitle any creditor to appoint a receiver or administrator, petition for winding-up or bankruptcy, or exercise any other rights over its assets.
13.2 If the Customer becomes subject to any of the following events (or the Company reasonably believes such an event is imminent), the Company may cancel or suspend all further deliveries under the Contract or any other contract between the parties without liability, and all outstanding sums shall become immediately due:
• the Customer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
• the Customer enters into negotiations with creditors with a view to rescheduling debts, or proposes any compromise or arrangement with creditors;
• (being an individual) the Customer is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer takes possession of or levies execution against any part of the Customer's assets, not discharged within 14 days;
• (being a company) an application is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given;
• a receiver is appointed over any assets of the Customer;
• the Customer ceases or threatens to cease to carry on all or a material part of its business;
• the Customer's financial position deteriorates to such an extent that the Company reasonably believes the Customer's ability to fulfil its obligations is at risk; or
• (being an individual) the Customer dies or becomes incapable of managing their own affairs by reason of illness or incapacity.
13.3 Termination of the Contract, however arising, does not affect any rights or remedies that have accrued at the date of termination. Clauses that expressly or by implication survive termination continue in full force and effect.

14. Limitation of Liability
14.1 Nothing in these Conditions limits or excludes the Company's liability for:
• death or personal injury caused by the Company's negligence or that of its employees, agents or subcontractors;
• fraud or fraudulent misrepresentation; or
• any matter for which it would be unlawful to exclude or restrict liability.
14.2 Subject to clause 14.1:
• the Company shall not be liable to the Customer, in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract; and
• the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall not exceed 100% of the price of the Goods.
14.3 Except as expressly set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. General
15.1 These Conditions supersede any earlier conditions appearing in the Company's catalogue or elsewhere and override any terms stipulated, incorporated or referred to by the Customer.
15.2 All photographs, specifications, performance data, dimensions and weights provided by the Company are given in good faith as reasonably accurate but do not constitute a contractual description of the Goods and are not warranted to be accurate.
15.3 The Company's employees have no authority to make any representation or statement not contained in the Contract. If the Company changes the construction, design or specification of its products, the Customer shall accept the amended product in fulfilment of the Order.
15.4 The Company's prices are calculated on the basis that these Conditions apply. Customers requiring prices on a different basis should notify the Company.
15.5 These Conditions apply only to Customers who deal directly with the Company and not to customers purchasing through agents or distributors.
15.6 A person who is not a party to the Contract shall have no rights under it pursuant to the Contracts (Rights of Third Parties) Act 1999.

16. Force Majeure
16.1 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 could not have been foreseen or, if foreseeable, was unavoidable, including strikes, lock-outs, industrial disputes, failure of energy sources or transport networks, acts of God, 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, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, or default of suppliers or subcontractors.

17. Notices
17.1 Any notice or communication given under or in connection with the Contract must be in writing and addressed to the relevant party at its registered office (if a company) or principal place of business (in any other case), or such other address as that party may specify in writing. Notices may be delivered personally, by pre-paid first-class post, recorded delivery or email.
17.2 A notice shall be deemed received: if delivered personally, when left at the address; if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting; or if sent by email, one Business Day after transmission.
17.3 This clause does not apply to the service of proceedings or other documents in any legal action.

18. Severance
18.1 If any provision of the Contract (or part of any provision) is found by a court or competent authority to be invalid, illegal or unenforceable, that provision or part shall be deemed deleted to the extent required. The validity and enforceability of the remaining provisions shall not be affected.
18.2 Where an invalid or unenforceable provision would be valid, enforceable and legal if part of it were deleted, the provision shall apply with the minimum modification necessary to make it so.

19. Waiver
19.1 A waiver of any right or remedy under the Contract is only effective if given in writing and does not constitute a waiver of any subsequent breach or default. No failure or delay in exercising any right or remedy shall constitute a waiver, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

20. Assignment and Subcontracting
20.1 The Company may at any time assign, transfer, charge, subcontract or otherwise deal with all or any of its rights or obligations under the Contract.
20.2 The Customer may not assign, transfer, charge, subcontract or otherwise deal with all or any of its rights or obligations under the Contract without the prior written consent of the Company.

21. Data Protection
21.1 The Company will process any personal data provided by the Customer in accordance with its Privacy Policy (available at www.tomaco.co.uk) and in compliance with the UK General Data Protection Regulation and the Data Protection Act 2018.

22. Governing Law and Jurisdiction
22.1 The Contract, 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 English law. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

The Tool Marketing Company Ltd | Registered in England & Wales | www.tomaco.co.uk